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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 10-Q
________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 000-24993
________________________________________
GOLDEN ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
________________________________________
Minnesota41-1913991
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
6595 S Jones Boulevard
Las Vegas, Nevada
89118
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (702) 893-7777
________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueGDENThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes       No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes       No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
As of May 2, 2022, the registrant had 28,980,488 shares of common stock, $0.01 par value per share, outstanding.





GOLDEN ENTERTAINMENT, INC.
FORM 10-Q
INDEX
Page
ITEM 2.
ITEM 5.





PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN ENTERTAINMENT, INC.
Consolidated Balance Sheets
(In thousands, except per share data)
March 31, 2022December 31, 2021
(unaudited)
ASSETS
Current assets
Cash and cash equivalents$202,283 $220,540 
Accounts receivable, net of allowance for credit losses of $659 and $481 at March 31, 2022 and December 31, 2021, respectively
20,535 18,720 
Prepaid expenses24,244 15,108 
Inventories7,427 6,637 
Other3,184 2,933 
Total current assets257,673 263,938 
Property and equipment, net890,625 904,220 
Operating lease right-of-use assets, net170,775 179,251 
Goodwill158,396 158,396 
Intangible assets, net96,169 98,058 
Deferred income tax assets18,698 — 
Other assets11,803 11,701 
Total assets$1,604,139 $1,615,564 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt and finance leases$655 $1,057 
Current portion of operating leases38,770 40,151 
Accounts payable23,880 19,102 
Accrued payroll and related24,188 31,309 
Accrued liabilities47,212 35,347 
Total current liabilities134,705 126,966 
Long-term debt, net and non-current finance leases986,542 1,010,469 
Non-current operating leases148,131 155,098 
Deferred income tax liabilities— 1,861 
Other long-term obligations1,503 1,629 
Total liabilities1,270,881 1,296,023 
Commitments and contingencies (Note 9)— — 
Shareholders’ equity
Common stock, $.01 par value; authorized 100,000 shares; 28,980 and 28,830 common shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively
290 288 
Additional paid-in capital470,672 477,829 
Accumulated deficit(137,704)(158,576)
Total shareholders’ equity333,258 319,541 
Total liabilities and shareholders’ equity$1,604,139 $1,615,564 
The accompanying condensed notes are an integral part of these consolidated financial statements.
1




GOLDEN ENTERTAINMENT, INC.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended March 31,
20222021
Revenues
Gaming$190,787 $177,000 
Food and beverage42,456 33,804 
Rooms25,746 18,398 
Other14,655 10,494 
Total revenues273,644 239,696 
Expenses
Gaming105,651 96,372 
Food and beverage31,457 23,541 
Rooms12,474 9,610 
Other operating3,976 2,696 
Selling, general and administrative60,910 53,591 
Depreciation and amortization26,276 27,186 
(Gain) loss on disposal of assets(41)209 
Preopening expenses55 120 
Total expenses240,758 213,325 
Operating income 32,886 26,371 
Non-operating expense
Interest expense, net(15,118)(16,048)
Loss on debt extinguishment and modification(181)— 
Total non-operating expense, net(15,299)(16,048)
Income before income tax benefit17,587 10,323 
Income tax benefit18,479 297 
Net income$36,066 $10,620 
Weighted-average common shares outstanding
Basic28,894 28,219 
Diluted32,149 30,414 
Net income per share
Basic$1.25 $0.38 
Diluted$1.12 $0.35 
The accompanying notes are an integral part of these consolidated financial statements.
2




GOLDEN ENTERTAINMENT, INC.
Consolidated Statements of Shareholders’ Equity
(In thousands)
(Unaudited)
Common stockAdditional Paid-In CapitalAccumulated DeficitTotal Shareholders’ Equity
SharesAmount
Balance, January 1, 202128,159 $282 $470,719 $(309,739)$161,262 
Issuance of stock on options exercised and restricted stock units vested303 98 — 101 
Share-based compensation— — 2,669 — 2,669 
Tax benefit from share-based compensation— — (3,439)— (3,439)
Net income— — — 10,620 10,620 
Balance, March 31, 202128,462 $285 $470,047 $(299,119)$171,213 

Common stockAdditional Paid-In CapitalAccumulated DeficitTotal Shareholders’ Equity
SharesAmount
Balance, January 1, 202228,830 $288 $477,829 $(158,576)$319,541 
Issuance of stock on options exercised and restricted stock units vested419 — — 
Repurchases of common stock(269)(2)— (15,194)(15,196)
Share-based compensation— — 3,141 — 3,141 
Tax benefit from share-based compensation— — (10,298)— (10,298)
Net income— — — 36,066 36,066 
Balance, March 31, 202228,980 $290 $470,672 $(137,704)$333,258 
The accompanying notes are an integral part of these consolidated financial statements.
3




GOLDEN ENTERTAINMENT, INC.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended March 31,
20222021
Cash flows from operating activities
Net income$36,066 $10,620 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization26,276 27,186 
Change in non-cash lease expense181 439 
Share-based compensation3,141 2,669 
Amortization of debt issuance costs and discounts on debt1,117 1,155 
(Gain) loss on disposal of assets(41)209 
Provision (benefit) for credit losses188 (27)
Deferred income taxes(20,559)(297)
Loss on debt extinguishment and modification181 — 
Changes in operating assets and liabilities:
Accounts receivable(2,003)(1,352)
Prepaid expenses, inventories and other current assets(10,177)(6,012)
Other assets(167)9,472 
Accounts payable and other accrued expenses9,492 17,791 
Other liabilities(177)(9,659)
Net cash provided by operating activities43,518 52,194 
Cash flows from investing activities
Purchase of property and equipment, net of change in construction payables(10,813)(4,873)
Proceeds from disposal of property and equipment90 223 
Net cash used in investing activities(10,723)(4,650)
Cash flows from financing activities
Repayments of term loan(25,000)— 
Repayments of notes payable(433)(1,483)
Principal payments under finance leases(117)(839)
Payment for debt extinguishment and modification costs(12)— 
Tax withholding on share-based payments(10,298)(3,439)
Proceeds from issuance of common stock, net of costs
Proceeds from exercise of stock options— 98 
Repurchases of common stock(15,196)— 
Net cash used in financing activities(51,052)(5,660)
Cash and cash equivalents
Change in cash and cash equivalents(18,257)41,884 
Balance, beginning of period220,540 103,558 
Balance, end of period$202,283 $145,442 
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Three Months Ended March 31,
20222021
Supplemental cash flow disclosures
Cash paid for interest$6,435 $7,630 
Non-cash investing and financing activities
Payables incurred for capital expenditures$2,790 $561 
Loss on debt extinguishment and modification181 — 
Operating lease right-of-use assets obtained in exchange for lease obligations4,352 28,681 
The accompanying notes are an integral part of these consolidated financial statements.
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GOLDEN ENTERTAINMENT, INC.
Condensed Notes to Consolidated Financial Statements (Unaudited)
Note 1 — Nature of Business and Basis of Presentation
Overview
Golden Entertainment, Inc. and its wholly-owned subsidiaries own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and distributed gaming operations (including gaming in the Company’s branded taverns). The Company’s portfolio includes ten casino properties located in Nevada and Maryland. The Company’s distributed gaming operations involve the installation, maintenance and operation of slot machines and amusement devices in non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores and grocery stores in Nevada and Montana, as well as the operation of branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area. Unless otherwise indicated, the terms “Golden” and the “Company,” refer to Golden Entertainment, Inc. together with its subsidiaries.
The Company conducts its business through four reportable segments: Nevada Casino Resorts, Nevada Locals Casinos, Maryland Casino Resort, and Distributed Gaming. Each reportable segment is comprised of the following properties and operations:
Reportable SegmentLocation
Nevada Casino Resorts
The STRAT Hotel, Casino & SkyPod (“The STRAT”)
Las Vegas, Nevada
Aquarius Casino Resort (“Aquarius”)
Laughlin, Nevada
Edgewater Hotel & Casino Resort (“Edgewater”)Laughlin, Nevada
Colorado Belle Hotel & Casino Resort (“Colorado Belle”) (1)
Laughlin, Nevada
Nevada Locals Casinos
Arizona Charlie’s BoulderLas Vegas, Nevada
Arizona Charlie’s DecaturLas Vegas, Nevada
Gold Town CasinoPahrump, Nevada
Lakeside Casino & RV ParkPahrump, Nevada
Pahrump Nugget Hotel Casino (“Pahrump Nugget”)Pahrump, Nevada
Maryland Casino Resort
Rocky Gap Casino Resort (“Rocky Gap”)Flintstone, Maryland
Distributed Gaming
Nevada distributed gamingNevada
Nevada tavernsNevada
Montana distributed gamingMontana
(1)As a result of the impact of the 2019 novel coronavirus (“COVID-19”) pandemic, the operations of the Colorado Belle remain suspended.
Impact of COVID-19
In response to the COVID-19 pandemic, during the week of March 16, 2020 the Governors of Nevada, Maryland and Montana issued emergency executive orders mandating temporary closures of all of the Company’s properties and suspension of the distributed gaming operations at third-party locations. The Company re-opened its casino properties and resumed its distributed gaming operations during the second and third quarters of 2020. However, the implementation of protocols intended to protect team members, gaming patrons and guests from potential COVID-19 exposure continued to limit the Company’s operations post re-opening. While some of these restrictions were eased during 2021, the Company’s properties and distributed gaming operations may be subject to temporary, complete or partial closures in the future and it is unknown how the uncertainties associated with the pandemic will continue to impact the Company’s operations. Further, as a result of the impact of the pandemic, the operations of the Colorado Belle property remain suspended.
Temporary closures of the Company’s operations due to the COVID-19 pandemic resulted in lease concessions for certain of the Company’s taverns and route locations in 2020, some of which continued in 2021. Such concessions provided for deferral and, in some instances, forgiveness of rent payments with no substantive amendments to the consideration due per the terms of the
6




original contract and did not result in substantial changes in the Company’s obligations under such leases. The Company elected to account for the deferred rent as variable lease payments, which resulted in a reduction of the rent expense of $1.7 million for the three months ended March 31, 2021. Rent expense that was not forgiven was recorded in future periods as those deferred payments were paid to the Company’s lessors.
Basis of Presentation
The unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Accordingly, certain information normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed and/or omitted. For further information, refer to the audited consolidated financial statements of the Company for the year ended December 31, 2021 and the notes thereto included in the Company’s Annual Report on Form 10-K (the “Annual Report”) previously filed with the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which included only normal recurring adjustments, necessary to present fairly the Company’s results for the periods presented. Results for interim periods should not be considered indicative of the results to be expected for the full year and should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report.
The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Reclassifications were made to the Company’s prior period consolidated financial statements to conform to the current period presentation, where applicable. These reclassifications had no effect on previously reported net income.
Significant Accounting Policies
There have been no changes to the significant accounting policies disclosed in the Company’s Annual Report.
Net Income Per Share
Basic net income per share is calculated by dividing net income by the weighted-average common shares outstanding. Diluted net income per share in profitable periods reflects the effect of all potentially dilutive common shares outstanding by dividing net income by the weighted-average of all common and potentially dilutive shares outstanding. In the event of a net loss, diluted shares are not considered because of their anti-dilutive effect.
Recent Accounting Pronouncements
Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact of the adoption of new accounting standards and the future adoption of the new accounting standards that are not yet effective on the Company’s financial statements, management currently believes that the following new standards have or may have an impact on the Company’s consolidated financial statements and disclosures:
Accounting Standards Issued and Adopted
In July 2021, the FASB issued ASU No. 2021-05, Leases (Topic 842): Lessors — Certain Leases with Variable Lease Payments. The ASU addresses an issue related to a lessor’s accounting for lease contracts that have variable lease payments that do not depend on a reference index or a rate and would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. The amendment allows the lessor to classify and account for such lease contracts as operating. The Company adopted the standard effective January 1, 2022, and the adoption did not have a material impact on the Company’s financial statements or disclosures.
Accounting Standards Issued but Not Yet Adopted
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU improves the accounting for revenue contracts with customers acquired in a business combination by addressing diversity in practice and inconsistency related to recognition of contract assets and liabilities acquired in a business combination. The provisions of this ASU require that an acquiring entity account for the related revenue contracts in accordance with ASC 606 as if it had originated the contracts. The standard is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years with early adoption permitted. The Company does not expect the impact of the adoption of this ASU to be material to its financial statements or disclosures.
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Management does not believe that any other recently issued accounting standards that are not yet effective are likely to have a material impact on the Company’s financial statements.
Note 2 — Property and Equipment
Property and equipment, net, consisted of the following:
(In thousands)March 31, 2022December 31, 2021
Land$125,240 $125,240 
Building and improvements940,370 937,759 
Furniture and equipment251,101 246,323 
Construction in process19,640 16,347 
Property and equipment1,336,351 1,325,669 
Accumulated depreciation(445,726)(421,449)
Property and equipment, net$890,625 $904,220 
Depreciation expense for property and equipment, including finance leases, was $24.4 million and $25.0 million for the three months ended March 31, 2022 and 2021, respectively.
The Company reviews the carrying amounts of its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Due to the significant impact of the COVID-19 pandemic on the Company’s operations, the Company decided to keep operations of its Colorado Belle property suspended. Based on the results of its interim impairment assessments conducted during the three months ended March 31, 2022 and 2021, the Company concluded that there was no impairment of the Company’s long-lived assets.
To the extent the Company becomes aware of new facts and circumstances that would result in a triggering event, the Company will revise its cash flow projections accordingly, as its estimates of future cash flows are highly dependent upon certain assumptions, including, but not limited to, the nature, timing, and extent of elimination or change of the restrictions on the Company’s operations and the extent and timing of the economic recovery globally, nationally, and specifically within the gaming industry. If such assumptions are not accurate, the Company may be required to record impairment charges in future periods, whether in connection with its regular review procedures, or earlier, if an indicator of an impairment is present prior to such evaluation.
Note 3 — Goodwill and Intangible Assets
The Company tests goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year, and whenever events or circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value. Finite-lived intangible assets are evaluated for potential impairment whenever there is an indicator that the carrying value of an asset group may not be recoverable. Based on the results of its interim impairment assessments conducted during the three months ended March 31, 2022 and 2021, the Company concluded that there was no impairment of the Company’s goodwill and intangible assets.
The following table summarizes goodwill activity by reportable segment:
(In thousands)Nevada Casino ResortsNevada Locals CasinosMaryland Casino ResortDistributed
Gaming
Total
Goodwill
Balance, December 31, 2021 and March 31, 2022$22,105 $38,187 $— $98,104 $158,396 
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Intangible assets, net, consisted of the following:
March 31, 2022
(In thousands)Useful Life (Years)Gross Carrying ValueCumulative AmortizationCumulative ImpairmentIntangible Assets, Net
Indefinite-lived intangible assets
Trade namesIndefinite$53,690 $— $(6,890)$46,800 
53,690 — (6,890)46,800 
Amortizing intangible assets
Customer relationships
4-16
81,105 (37,346)— 43,759 
Player relationships
2-14
42,990 (39,973)— 3,017 
Non-compete agreements
2-5
9,840 (8,543)— 1,297 
Gaming license (1)
152,100 (1,245)— 855 
In-place lease value41,170 (1,170)— — 
Leasehold interest4570 (570)— — 
Other
4-25
1,814 (1,373)— 441 
139,589 (90,220)— 49,369 
Balance, March 31, 2022$193,279 $(90,220)$(6,890)$96,169 
(1)Relates to Rocky Gap.
December 31, 2021
(In thousands)Useful Life (Years)Gross Carrying ValueCumulative AmortizationCumulative ImpairmentIntangible Assets, Net
Indefinite-lived intangible assets
Trade namesIndefinite$53,690 $— $(6,890)$46,800 
53,690 — (6,890)46,800 
Amortizing intangible assets
Customer relationships
4-16
81,105 (35,879)— 45,226 
Player relationships
2-14
42,990 (39,812)— 3,178 
Non-compete agreements
2-5
9,840 (8,349)— 1,491 
Gaming license (1)
152,100 (1,210)— 890 
In-place lease value41,170 (1,155)— 15 
Leasehold interest4570 (570)— — 
Other
4-25
1,814 (1,356)— 458 
139,589 (88,331)— 51,258 
Balance, December 31, 2021$193,279 $(88,331)$(6,890)$98,058 
(1)Relates to Rocky Gap.
Total amortization expense related to intangible assets was $1.9 million and $2.2 million for the three months ended March 31, 2022 and 2021, respectively.
To the extent the Company becomes aware of new facts and circumstances that would result in a triggering event, the Company will revise its cash flow projections accordingly, as its estimates of future cash flows are highly dependent upon certain assumptions, including, but not limited to, the nature, timing, and extent of elimination or change of the restrictions on the Company’s operations and the extent and timing of the economic recovery globally, nationally, and specifically within the gaming industry. If such assumptions are not accurate, the Company may be required to record impairment charges in future periods, whether in connection with its regular review procedures, or earlier, if an indicator of an impairment is present prior to such evaluation.
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Note 4 — Accrued Liabilities
Accrued liabilities consisted of the following:
(In thousands)March 31, 2022December 31, 2021
Interest$13,173 $6,168 
Gaming liabilities11,232 12,311 
Accrued taxes, other than income taxes9,609 9,035 
Other accrued liabilities8,706 5,549 
Deposits4,492 2,284 
Total current accrued liabilities$47,212 $35,347 
Note 5 — Long-Term Debt
Long-term debt, net, consisted of the following:
(In thousands)March 31, 2022December 31, 2021
Term Loan$625,000 $650,000 
2026 Unsecured Notes375,000 375,000 
Finance lease liabilities2,887 3,005 
Notes payable168 602 
Total long-term debt and finance leases1,003,055 1,028,607 
Unamortized discount(10,778)(11,689)
Unamortized debt issuance costs(5,080)(5,392)
Total long-term debt and finance leases after debt issuance costs and discount987,197 1,011,526 
Current portion of long-term debt and finance leases(655)(1,057)
Long-term debt, net and finance leases$986,542 $1,010,469 
Senior Secured Credit Facility
In October 2017, the Company entered into a senior secured credit facility consisting of a $900 million senior secured first lien credit facility (consisting of an $800 million term loan (the “Term Loan”) maturing on October 20, 2024 and a $100 million revolving credit facility (the “Revolving Credit Facility”)) with JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent), the lenders party thereto and the other entities party thereto (the “Credit Facility”). The Revolving Credit Facility was subsequently increased from $100 million to $200 million in 2018, increasing the total Credit Facility capacity to $1.0 billion. On October 12, 2021, the Company further modified the terms of the Revolving Credit Facility by increasing its size to $240 million and extending the maturity date from October 20, 2022 to April 20, 2024. The Company incurred $0.7 million in debt modification costs and fees related to this modification of the Revolving Credit Facility that have been deferred and are being amortized over the term of the Revolving Credit Facility using the straight-line method.
As of March 31, 2022, the Company had $625 million in principal amount of outstanding Term Loan borrowings under its Credit Facility, no outstanding letters of credit and no borrowings under the Revolving Credit Facility, such that full borrowing availability of $240 million under the Revolving Credit Facility was available to the Company. The weighted-average effective interest rate on the Company’s outstanding borrowings under the Credit Facility was approximately 3.75% for the three months ended March 31, 2022.
The Company made multiple prepayments of the principal under the Term Loan during 2021, thereby eliminating the requirement to make any further quarterly installment payments prior to maturity. During the three months ended March 31, 2022, the Company prepaid an additional $25 million of principal under the Term Loan, which reduced the final installment payment due at the maturity date of October 20, 2024 to $625 million. During the three months ended March 31, 2022, the Company recorded a non-cash charge in the amount of $0.2 million for the accelerated amortization of the debt issuance costs and discount related to the prepayment of the Term Loan.
The Company was in compliance with its financial and other covenants under the Credit Facility as of March 31, 2022.
Senior Unsecured Notes
On April 15, 2019, the Company issued $375 million in principal amount of 7.625% Senior Notes due 2026 (“2026 Unsecured
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Notes”) in a private placement to institutional buyers at face value. The 2026 Unsecured Notes bear interest at 7.625%, payable semi-annually on April 15th and October 15th of each year.
Note 6 — Shareholders’ Equity and Stock Incentive Plans
Share Repurchase Program
On March 12, 2019, the Company’s Board of Directors authorized the repurchase of up to $25 million worth of shares of common stock, subject to available liquidity, general market and economic conditions, alternate uses for the capital and other factors. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with the Company’s finance agreements. There is no minimum number of shares that the Company is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice.
On August 3, 2021, the Company’s Board of Directors increased this authorization to $50 million. In December 2021, the Company repurchased 226,485 shares of its common stock pursuant to its share repurchase program in open market transactions at an average price of $46.87 per share, resulting in a charge to accumulated deficit of $10.6 million. In March 2022, the Company repurchased 268,791 shares of its common stock pursuant to its share repurchase program in open market transactions at an average price of $56.54 per share, resulting in a charge to accumulated deficit of $15.2 million. As of March 31, 2022, the Company had $24.2 million of remaining share repurchase availability under its August 3, 2021 share repurchase authorization. On May 3, 2022, the Company’s Board of Directors re-authorized its $50 million share repurchase program.
Stock Options
The following table summarizes the Company’s stock option activity:
Stock Options
SharesWeighted-Average Exercise Price
Outstanding at January 1, 20222,141,494 $11.31 
Granted— $— 
Exercised(36,000)$9.80 
Cancelled— $— 
Expired— $— 
Outstanding at March 31, 20222,105,494 $11.33 
Exercisable at March 31, 20222,105,494 $11.33 
There was no share-based compensation expense related to stock options for the three months ended March 31, 2022 and the Company recorded share-based compensation expense of $0.2 million for the three months ended March 31, 2021. The Company did not have any remaining unrecognized share-based compensation expense related to stock options as of March 31, 2022 and 2021.
Restricted Stock Units
The following table summarizes the Company’s activity related to time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”):
RSUsPSUs
SharesWeighted-Average Grant Date Fair Value
Shares (1)
Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2022815,420 $18.17 705,577 
(2)
$13.84 
Granted97,447 $53.51 83,579 $53.51 
Performance adjustment— $— 534,383 
(3)
$— 
Vested(338,644)$15.79 (247,380)
(4)
$12.51 
Cancelled(18,693)$14.95 — $— 
Outstanding at March 31, 2022555,530 $25.93 1,076,159 $19.79 
(1) The number of shares for the PSUs listed as granted represents the “target” number of PSUs granted to each recipient eligible to vest if the Company meets its “target” performance goals for the applicable period. The actual number of
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PSUs eligible to vest for those PSUs will vary depending on whether or not the Company meets or exceeds the applicable threshold, target, or maximum performance goals for the PSUs, with 200% of the “target” number of PSUs eligible to vest at “maximum” performance levels.
(2)    Includes 171,194 shares of PSUs granted in March 2019 that were certified below target during the three months ended March 31, 2021 and vested during the three months ended March 31, 2022. Also includes PSUs granted in March 2020 and March 2021 at “target.”
(3)    The Company’s financial results for the applicable performance goals were certified during the three months ended March 31, 2022 and 200% of the target PSUs granted in March 2020 and March 2021 were deemed “earned” and will be eligible to vest on March 14, 2023 and 2024, respectively.
(4)    Includes 171,194 shares of PSUs granted in March 2019 and 76,186 shares of PSUs granted in March 2020 that vested during the three months ended March 31, 2022.
Share-based compensation expense related to RSUs was $1.6 million and $1.3 million for the three months ended March 31, 2022 and 2021, respectively. Share-based compensation expense related to PSUs was $1.5 million and $1.2 million for the three months ended March 31, 2022 and 2021, respectively.
As of March 31, 2022, there was $12.5 million and $11.3 million of unamortized share-based compensation expense related to RSUs and PSUs, respectively, which is expected to be recognized over a weighted-average period of 2.2 years for both RSUs and PSUs. As of March 31, 2021, there was $11.3 million and $6.2 million of unamortized share-based compensation expense related to RSUs and PSUs, respectively, which is expected to be recognized over a weighted-average period of 2.4 years for both RSUs and PSUs.
As of March 31, 2022, a total of 3,152,416 shares of the Company’s common stock remained available for grants of awards under the Golden Entertainment, Inc. 2015 Incentive Award Plan, which includes the annual increase in the number of shares available for grant on January 1, 2022 of 1,153,210 shares.
Note 7 — Income Tax
The Company’s effective income tax rates were (105.1)% and (2.9)% for the three months ended March 31, 2022 and 2021, respectively. Income tax benefit of $18.5 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively, primarily related to the change in valuation allowance against the Company’s deferred tax assets during the periods.
The Company performs a continuing evaluation of its deferred tax asset valuation allowance on a quarterly basis. The Company has concluded that, as of March 31, 2022, it is more likely than not that the Company will generate sufficient taxable income within the applicable net operating loss carry-forward periods to realize a portion of its deferred tax assets. This conclusion, and the resulting partial reversal of the deferred tax asset valuation allowance, is based upon consideration of several factors, including the Company’s three-year cumulative pre-tax book income position and its forecast of future profitability.
As of March 31, 2022, the Company’s 2017 and 2018 federal tax returns were under audit by the IRS.
As of March 31, 2022 and December 31, 2021, the Company had no material uncertain tax positions.
Note 8 — Financial Instruments and Fair Value Measurements
Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management’s assessment of the significance of a particular input to the fair value measurement
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requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.
Financial Instruments
The carrying values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short duration of these financial instruments.
The following table summarizes the fair value measurement of the Company’s long-term debt: 
March 31, 2022
(In thousands)Carrying AmountFair ValueFair Value Hierarchy
Term Loan$625,000 $621,094 Level 2
2026 Unsecured Notes375,000 390,450 Level 2
Finance lease liabilities2,887 2,887 Level 3
Notes payable168 168 Level 3
Total debt$1,003,055 $1,014,599 
December 31, 2021
(In thousands)Carrying AmountFair ValueFair Value Hierarchy
Term Loan$650,000 $650,813 Level 2
2026 Unsecured Notes375,000 390,938 Level 2
Finance lease liabilities3,005 3,005 Level 3
Notes payable602 602 Level 3
Total debt$1,028,607 $1,045,358 
The estimated fair value of the Company’s Term Loan and 2026 Unsecured Notes is based on a relative value analysis performed as of March 31, 2022 and December 31, 2021. The finance lease liabilities and notes payable are fixed-rate debt, are not traded and do not have observable market inputs, and therefore, their fair value is estimated to be equal to the carrying value.
Note 9 — Commitments and Contingencies
Participation Agreements
The Company enters into certain slot placement contracts in the form of participation agreements. Under participation agreements, the Company and the business location each hold a state issued gaming license in order to be able to receive a percentage of gaming revenue earned on the Company’s slot machines. The business location retains a percentage of the gaming revenue generated from the Company’s slot machines. The Company is considered to be the principal in these arrangements and therefore, records its share of revenue generated under participation agreements on a gross basis with the business location’s share of revenue recorded as gaming expenses.
The aggregate contingent payments recognized by the Company as gaming expenses under participation agreements were $52.8 million and $54.1 million for the three months ended March 31, 2022 and 2021, respectively.
Legal Matters and Other
From time to time, the Company is involved in a variety of lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of business, including proceedings concerning labor and employment matters, personal injury claims, breach of contract claims, commercial disputes, business practices, intellectual property, tax and other matters for which the Company records reserves. Although lawsuits, claims, investigations and other legal proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of its currently pending matters should not have a material adverse effect on its business, financial condition, results of operations or liquidity. Regardless of the outcome, legal proceedings can have an adverse impact on the Company because of defense costs, diversion of management resources and other factors. In addition, it is possible that an unfavorable resolution of one or more such proceedings could in the future materially and adversely affect the Company’s business, financial condition, results of operations or liquidity in a particular period.
In January 2021, the Company was affected by a ransomware cyber-attack that temporarily disrupted the Company’s access to certain information located on the Company’s network and incurred expenses relating thereto. The Company’s financial information and business operations were not materially affected. The Company implemented a variety of measures to further
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enhance its cybersecurity protections and minimize the impact of any future cyber incidents. The Company has insurance related to this event and has recovered a portion of the costs it incurred to remediate this matter, which amounts were received and recorded during 2021 and the three months ended March 31, 2022.
In September 2018, the Company entered into an agreement with American Wagering, Inc. and William Hill U.S. HoldCo, Inc. (collectively, “William Hill”), which contemplated that William Hill would be obligated to make a one-time payment to the Company in the event of a change of control transaction with respect to William Hill. Under this agreement, as amended, the April 22, 2021 acquisition of William Hill PLC by Caesars Entertainment, Inc. (“Caesars”) constituted the change of control event triggering this payment. On May 26, 2021, the Company, William Hill and Caesars executed an amendment to the agreement requiring William Hill and Caesars, as the acquiring party, to make an initial payment in the amount of $60 million by July 15, 2021 and to provide for a second contingent payment in the event of a sale of the William Hill business in the United Kingdom, as discussed below. The Company received this initial payment in July 2021 and recognized $60 million in non-operating income for the year ended December 31, 2021.
The May 26, 2021 amendment also provides for a contingent payment to be paid by Caesars to the Company of up to $15 million in the event Caesars completes a sale of the William Hill business in the United Kingdom. Under the amendment, the amount of this contingent payment is calculated in accordance with the terms set forth in the amendment and will depend on the amount of proceeds Caesars would receive from the sale, if any. In September 2021, Caesars announced that it executed an agreement to sell the non-US assets of William Hill to 888 Holdings Plc. In April 2022, Caesars announced that it lowered the sales price initially released in September 2021. Based upon the revised sales price announced by Caesars, as of March 31, 2022, the Company does not expect to receive any additional payments related to the contingency.
Note 10 — Segment Information
The Company conducts its business through four reportable segments: Nevada Casino Resorts, Nevada Locals Casinos, Maryland Casino Resort and Distributed Gaming.
The Nevada Casino Resorts segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities. The casino resort properties in this segment cater primarily to a regional drive-in customer base seeking a value-oriented vacation experience, with guests typically traveling from Southern California or Arizona. The Company’s casino resort properties in Nevada have a significantly larger number of hotel rooms compared to the other casino properties in its portfolio. While hotel stays at these casino resorts are typically longer, the overall frequency of visitation from guests is lower when compared to the Nevada Locals Casinos.
The Nevada Locals Casinos segment is comprised of casino properties that cater to local customers who generally live within a five-mile radius. The Company’s locals casino properties typically experience a higher frequency of customer visits compared to its casino resort properties in Nevada and Maryland, with many of the customers visiting the Company’s Nevada Locals Casinos on a weekly basis. The casino properties within this reportable segment have no or a limited number of hotel rooms and offer fewer food and beverage outlets or other amenities, with revenues primarily generated from slot machine play.
The Maryland Casino Resort segment is comprised of the Rocky Gap casino resort, which is geographically disparate from the Company’s Nevada properties, operates in a separate regulatory jurisdiction and has only a limited number of hotel rooms compared to the Nevada Casino Resorts. Rocky Gap caters to a regional drive-in customer base traveling from mid-Atlantic areas (Maryland, Virginia, Washington DC, Pennsylvania, West Virginia) and offers a full range of amenities, including various food and beverage outlets, signature golf course, spa and pool.
The Distributed Gaming segment is comprised of the operation of slot machines and amusement devices in approximately 1,100 non-casino locations, such as restaurants, bars, taverns, convenience stores, liquor stores and grocery stores, across Nevada and Montana with a limited number of slot machines in each location. Distributed Gaming operations cater to local residents with high frequency visitation to these locations. The Company places its slot machines and amusement devices in locations where it believes they will receive maximum customer traffic. As part of the Distributed Gaming segment, the Company owns and operates a limited number of branded tavern locations, where it controls the food and beverage operations as well as the slot machines located within the tavern. The Company’s branded taverns offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages, and are typically limited to 15 slot machines.
The Corporate and Other segment includes the Company’s cash and cash equivalents, miscellaneous receivables and corporate overhead. Costs recorded in the Corporate and Other segment have not been allocated to the Company’s reportable segments because these costs are not easily allocable and to do so would not be practical.
The Company presents Adjusted EBITDA in its segment disclosures because it is the primary metric used by the Company’s chief operating decision makers in measuring both the Company’s past and future expectations of performance. Further, the Company’s
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annual performance plan used to determine compensation of its executive officers and employees is tied to the Adjusted EBITDA metric. Adjusted EBITDA represents each segment’s earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, impairment of goodwill and intangible assets, acquisition and severance expenses, preopening and related expenses, gain or loss on disposal of assets, share-based compensation expenses, and other non-cash charges, that are deemed to be not indicative of the Company’s core operating results, calculated before corporate overhead (which is not allocated to each reportable segment).
Due to the Company’s use of Adjusted EBITDA as its measure of profit for its reportable segments, the Company includes a reconciliation of the total of the Company’s consolidated Adjusted EBITDA to the Company’s consolidated net income determined in accordance with GAAP. The Company also discloses Adjusted EBITDA at the reportable segment level, as set forth in the table below:
Three Months Ended March 31,
(In thousands)20222021
Revenues
Nevada Casino Resorts
Gaming$44,230 $38,826 
Food and beverage21,384 14,965 
Rooms22,029 15,628 
Other8,792 5,386 
Nevada Casino Resorts revenues$96,435 $74,805 
Nevada Locals Casinos
Gaming$29,381 $29,536 
Food and beverage6,179 5,513 
Rooms2,244 1,478 
Other2,085 2,018 
Nevada Locals Casinos revenues$39,889 $38,545 
Maryland Casino Resort
Gaming$14,457 $13,032 
Food and beverage1,648 1,442 
Rooms1,473 1,292 
Other314 334 
Maryland Casino Resort revenues$17,892 $16,100 
Distributed Gaming
Gaming$102,719 $95,606 
Food and beverage13,245 11,884 
Other3,258 2,419 
Distributed gaming revenues$119,222 $109,909 
Corporate and Other206 337 
Total revenues$273,644 $239,696 
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Three Months Ended March 31,
(In thousands)20222021
Adjusted EBITDA
Nevada Casino Resorts$33,575 $26,655 
Nevada Locals Casinos20,038 19,552 
Maryland Casino Resort5,572 4,873 
Distributed Gaming22,053 20,880 
Corporate and Other(13,913)(12,462)
Total Adjusted EBITDA67,325 59,498 
Adjustments
Depreciation and amortization(26,276)(27,186)
Change in non-cash lease expense(181)(439)
Share-based compensation(3,672)(3,005)
Gain (loss) on disposal of assets41 (209)
Loss on debt extinguishment and modification(181)— 
Preopening and related expenses (1)
(55)(120)
Other, net(4,296)(2,168)
Interest expense, net(15,118)(16,048)
Income tax benefit18,479 297 
Net Income$36,066 $10,620 
(1) Preopening and related expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of tavern and casino locations.
Assets
The Company’s assets by segment consisted of the following amounts:
(In thousands)Nevada Casino ResortsNevada Locals CasinosMaryland Casino ResortDistributed GamingCorporate and OtherConsolidated
Balance at March 31, 2022$808,374 $166,486 $41,600 $403,218 $184,461 $1,604,139 
Balance at December 31, 2021$811,016 $165,362 $41,403 $411,342 $186,441 $1,615,564 
Note 11 — Related Party Transactions
The Company historically leased its office headquarters building from a company 33% beneficially owned by Blake L. Sartini, 5% owned by a trust for the benefit of Mr. Sartini’s immediate family members (including Blake L. Sartini II) for which Mr. Sartini serves as trustee, and 3% beneficially owned by Stephen A. Arcana. On May 24, 2021 the building was sold to an independent third party, and therefore this lease is no longer with a related party. The rent expense for the office headquarters building prior to the sale of the building to an independent third party was $0.3 million for the three months ended March 31, 2021. Additionally, a portion of the office headquarters building was sublet to Sartini Enterprises, Inc., a company controlled by Mr. Sartini. Rental income for each of the three months ended March 31, 2022 and 2021 for the sublet portion of the office headquarters building was insignificant. No amount was owed to the Company under such sublease as of March 31, 2022 and December 31, 2021. In addition, Golden and Sartini Enterprises, Inc. participate in certain cost-sharing arrangements. The amount due and payable by the Company under such arrangements was insignificant as of March 31, 2022 and December 31, 2021. Mr. Sartini serves as the Chairman of the Board and Chief Executive Officer of the Company and is co-trustee of The Blake L. Sartini and Delise F. Sartini Family Trust, which is a significant shareholder of the Company. Mr. Arcana serves as the Executive Vice President and Chief Operating Officer of the Company.
In November 2018, the Company entered into a lease agreement for additional office space in a building owned by a company 33% beneficially owned by Mr. Sartini, 5% owned by a trust for the benefit of Mr. Sartini’s immediate family members (including Blake L. Sartini II) for which Mr. Sartini serves as trustee, and 3% beneficially owned by Mr. Arcana. The lease commenced in August 2020 and expires on December 31, 2030. The rent expense for the space was $0.1 million for each of the three months ended March 31, 2022 and 2021. Additionally, the lease agreement includes a right of first refusal for additional space on the second floor of the building.
From time to time, the Company’s executive officers and employees use a private aircraft leased to Sartini Enterprises, Inc. for
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Company business purposes pursuant to aircraft time-sharing, co-user and cost-sharing agreements between the Company and Sartini Enterprises, Inc., all of which have been approved by the Audit Committee of the Board of Directors. The aircraft time-sharing, co-user and cost-sharing agreements specify the maximum expense reimbursement that Sartini Enterprises, Inc. can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and the flight crew. Such costs include fuel, landing fees, hangar and tie-down costs away from the aircraft’s operating base, flight planning and weather contract services, crew costs and other related expenses. The Company’s compliance department regularly reviews these reimbursements. The Company did not use the aircraft and did not incur any costs under the aircraft time-sharing, co-user and cost-sharing agreements with Sartini Enterprises, Inc. during the three months ended March 31, 2022. The Company paid $0.2 million under such agreements for the three months ended March 31, 2021. The Company was owed $0.1 million under such agreements as of March 31, 2022 and no amount was owed to or due from the Company under such agreements as of December 31, 2021.
Note 12 — Subsequent Events
The Company’s management evaluates subsequent events through the date of issuance of the consolidated financial statements. Other than the re-authorization of the Company’s share repurchase program discussed in “Note 6 — Shareholders’ Equity and Stock Incentive Plans,” there have been no subsequent events that occurred during such period that would require adjustment to or disclosure in the consolidated financial statements as of and for the three months ended March 31, 2022.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As used in this Quarterly Report on Form 10-Q, unless the context suggests otherwise, the terms “Golden,” “we,” “us” and “our” refer to Golden Entertainment, Inc. together with its subsidiaries.
The following information should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”) previously filed with the Securities and Exchange Commission (“SEC”).
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can generally be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “should,” “think,” “will,” “would” and similar expressions, or they may use future dates. In addition, forward-looking statements include statements regarding the impact of the 2019 novel coronavirus (“COVID-19”) pandemic on our business; our strategies, objectives, business opportunities and plans for future expansion, developments or acquisitions; anticipated future growth and trends in our business or key markets; projections of future financial condition, operating results, income, capital expenditures, costs or other financial items; anticipated regulatory and legislative changes; and other characterizations of future events or circumstances as well as other statements that are not statements of historical fact. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. Factors that could cause our actual results to differ materially include: the uncertainty of the extent, duration and effects of the COVID-19 pandemic and the response of governments; changes in national, regional and local economic and market conditions; legislative and regulatory matters (including the cost of compliance or failure to comply with applicable laws and regulations); increases in gaming taxes and fees in the jurisdictions in which we operate; our ability to realize the anticipated cost savings, synergies and other benefits of our casino and other acquisitions; litigation; increased competition; our ability to renew our distributed gaming contracts; reliance on key personnel (including our Chief Executive Officer, President and Chief Financial Officer, and Chief Operating Officer); the level of our indebtedness and our ability to comply with covenants in our debt instruments; terrorist incidents; natural disasters; severe weather conditions (including weather or road conditions that limit access to our properties); the effects of environmental and structural building conditions; the effects of disruptions to our information technology and other systems and infrastructure; factors affecting the gaming, entertainment and hospitality industries generally; and other factors identified under the heading “Risk Factors” in our Annual Report and in Part II, Item 1A of this report, or appearing elsewhere in this report and in our other filings with the SEC. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the filing date of this report. We undertake no obligation to revise or update any forward-looking statements for any reason.
Overview
We own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and distributed gaming operations (including gaming in our branded taverns). Our portfolio includes ten casino properties located in Nevada and Maryland. Our distributed gaming operations involve the installation, maintenance and operation of slot machines and amusement devices in non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores and grocery stores in Nevada and Montana, as well as the operation of branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area.
Impact of COVID-19
In response to the COVID-19 pandemic, during the week of March 16, 2020 the Governors of Nevada, Maryland and Montana issued emergency executive orders mandating temporary closures of all of our properties and suspension of our distributed gaming operations at third-party locations. We re-opened our casino properties and resumed our distributed gaming operations during the second and third quarters of 2020. However, the implementation of protocols intended to protect team members, gaming patrons and guests from potential COVID-19 exposure continued to limit our operations post re-opening. While some of these restrictions were eased during 2021, our properties and distributed gaming operations may be subject to temporary, complete or partial closures in the future and it is unknown how the uncertainties associated with the pandemic will continue to
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impact our operations. Further, as a result of the impact of the pandemic, the operations of the Colorado Belle property remain suspended.
We anticipate being able to fund our operations over the next 12 months with the cash provided by our operating activities and, if needed, supplemented by the cash we currently have available and the borrowing capacity available under our $240 million revolving credit facility (the “Revolving Credit Facility”). To further enhance our liquidity position or to finance any future acquisition or other business investment initiatives, we may obtain additional financing, which could consist of debt, convertible debt or equity financing from public or private credit and capital markets.
Operations
We conduct our business through four reportable segments: Nevada Casino Resorts, Nevada Locals Casinos, Maryland Casino Resort and Distributed Gaming.
The following table sets forth certain information regarding our operations by reportable segment as of March 31, 2022 (certain amenities at our casino properties may remain closed or operate in a limited capacity).
LocationCasino Space (Sq. ft.)Slot MachinesTable GamesHotel Rooms
Nevada Casino Resorts
The STRAT Hotel, Casino & SkyPod (“The STRAT”)Las Vegas, NV80,00071145 2,429 
Aquarius Casino Resort (“Aquarius”)Laughlin, NV57,0001,09529 1,906 
Edgewater Hotel & Casino Resort (“Edgewater”)Laughlin, NV52,86464320 1,052 
Colorado Belle Hotel & Casino Resort (“Colorado Belle”) (1)
Laughlin, NV— — — — 
Nevada Locals Casinos
Arizona Charlie’s BoulderLas Vegas, NV55,200648— 303 
Arizona Charlie’s DecaturLas Vegas, NV47,50071310 259 
Gold Town CasinoPahrump, NV10,000188— — 
Lakeside Casino & RV ParkPahrump, NV10,000156— — 
Pahrump Nugget Hotel Casino (“Pahrump Nugget”)Pahrump, NV19,87532669 
Maryland Casino Resort
Rocky Gap Casino Resort (“Rocky Gap”)Flintstone, MD25,44763016 198 
Distributed Gaming
Nevada distributed gamingNevada— 7,291 — — 
Nevada tavernsNevada— 1,033 — — 
Montana distributed gamingMontana— 3,527 — — 
Totals357,88616,9611296,216
(1)The operations of the Colorado Belle remain suspended.
Nevada Casino Resorts
Our Nevada Casino Resorts segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities. The casino resort properties in this segment cater primarily to a regional drive-in customer base seeking a value-oriented vacation experience, with guests typically traveling from Southern California or Arizona. Our casino resort properties in Nevada have a significantly larger number of hotel rooms compared to the other casino properties in our portfolio. While hotel stays at these casino resorts are typically longer, the overall frequency of visitation from guests is lower when compared to our Nevada Locals Casinos.
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The STRAT: The STRAT is our premier casino resort property, located on Las Vegas Boulevard on the north end of the Las Vegas Strip. The STRAT comprises a casino, a hotel, a retail center and the iconic SkyPod, which includes indoor and outdoor observation decks, thrill rides and the SkyJump attraction. In addition to hotel rooms, gaming and sportsbook facilities in an 80,000 square foot casino, The STRAT offers nine restaurants, two rooftop pools, a fitness center, retail shops and entertainment facilities.
Laughlin casinos: We own and operate three casino resorts in Laughlin, Nevada, which is located approximately 90 miles from Las Vegas on the western bank of the Colorado River. In addition to hotel rooms, gaming and sportsbook facilities, the Aquarius has nine restaurants and the Edgewater offers six restaurants. The Edgewater also offers dedicated entertainment venues, including the Laughlin Event Center.
Nevada Locals Casinos
Our Nevada Locals Casinos segment is comprised of casino properties that cater to local customers who generally live within a five-mile radius. Our locals casino properties typically experience a higher frequency of customer visits compared to our casino resort properties in Nevada and Maryland, with many of our customers visiting our Nevada Locals Casinos on a weekly basis. The casino properties within this reportable segment have no or a limited number of hotel rooms and offer fewer food and beverage outlets or other amenities, with revenues primarily generated from slot machine play.
Arizona Charlie’s casinos: Our Arizona Charlie’s Boulder and Arizona Charlie’s Decatur casino properties primarily serve local Las Vegas gaming patrons, and provide an alternative experience to the Las Vegas Strip. In addition to hotel rooms, gaming, sportsbook and bingo facilities, Arizona Charlie’s Boulder offers five restaurants and an RV park with 221 RV hook-up sites and Arizona Charlie’s Decatur offers five restaurants.
Pahrump casinos: We own and operate three casino properties in Pahrump, Nevada, which is located approximately 60 miles from Las Vegas and is a gateway to Death Valley National Park. In addition to gaming, sportsbook and bingo facilities at our Pahrump casino properties, Pahrump Nugget offers 69 hotel rooms, a bowling center and a 5,200 square foot banquet and event center and Lakeside Casino & RV Park offers 159 RV hook-up sites.
Maryland Casino Resort
Our Maryland Casino Resort segment is comprised of our Rocky Gap casino resort, which is geographically disparate from our Nevada properties, operates in a separate regulatory jurisdiction and has only a limited number of hotel rooms compared to our Nevada Casino Resorts. In addition to hotel rooms and gaming, Rocky Gap offers a full range of amenities, including three restaurants, a signature golf course, spa and pool.
Distributed Gaming
Our Distributed Gaming segment is comprised of the operation of slot machines and amusement devices in approximately 1,100 non-casino locations, such as restaurants, bars, taverns, convenience stores, liquor stores and grocery stores, across Nevada and Montana, with a limited number of slot machines in each location. We own and operate over 11,800 slot machines and amusement devices as part of our Distributed Gaming segment, with the majority of gaming devices offered at these locations being video poker machines. Distributed Gaming operations cater to local residents with high frequency visitation to these locations. We place our slot machines and amusement devices in locations where we believe they will receive maximum customer traffic.
As part of our Distributed Gaming segment, we own and operate a limited number of branded tavern locations, where we control the food and beverage operations as well as the slot machines located within the tavern. Our branded taverns offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages, and are typically limited to 15 slot machines. Most of our taverns are located in the greater Las Vegas, Nevada metropolitan area and cater to local patrons seeking more convenient entertainment establishments than traditional casino properties. Our tavern brands include PT’s Pub, PT’s Gold, PT’s Place, PT’s Ranch, Sean Patrick’s, Sierra Gold and SG Bar. As of March 31, 2022, we owned and operated 65 branded taverns, which offered a total of over 1,000 onsite slot machines. We continue to look for opportunistic and accretive opportunities to pursue additional tavern openings and acquisitions.
In Nevada, we generally enter into two types of slot placement contracts as part of our Distributed Gaming business: space lease agreements and participation agreements. Under space lease agreements, we pay a fixed monthly rental fee for the right to install, maintain and operate our slot machines at a business location and we are the sole holder of the applicable gaming license that allows us to operate such slot machines. Under participation agreements, the business location retains a percentage of the gaming revenue generated from our slot machines, and as a result both the business location and Golden are required to hold a gaming license. In Montana, our slot and amusement device placement contracts are all participation agreements.
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Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the three months ended March 31, 2022 and 2021.
Three Months Ended March 31,
(In thousands)20222021
Revenues
Gaming$190,787 $177,000 
Food and beverage42,456 33,804 
Rooms25,746 18,398 
Other14,655 10,494 
Total revenues273,644 239,696 
Expenses
Gaming105,651 96,372 
Food and beverage31,457 23,541 
Rooms12,474 9,610 
Other operating3,976 2,696 
Selling, general and administrative60,910 53,591 
Depreciation and amortization26,276 27,186 
(Gain) loss on disposal of assets(41)209 
Preopening expenses55 120 
Total expenses240,758 213,325 
Operating income32,886 26,371 
Non-operating expense
Interest expense, net(15,118)(16,048)
Loss on debt extinguishment and modification(181)— 
Total non-operating expense, net(15,299)(16,048)
Income before income tax benefit17,587 10,323 
Income tax benefit18,479 297 
Net income$36,066 $10,620 
Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021 
Revenues
The $33.9 million, or 14%, increase in revenues for the three months ended March 31, 2022 compared to the prior year period resulted from increases of $13.8 million, $8.7 million, $7.3 million and $4.1 million in gaming, food and beverage, room, and other revenues, respectively. The increase in revenues for the three months ended March 31, 2022 was primarily due to an increase in occupancy of our hotel rooms for certain resort casino properties and guest visitation along with further easing of COVID-19 mitigation measures during the three months ended March 31, 2022 as compared to the prior year period.
Operating Expenses
The $21.3 million, or 16%, increase in operating expenses for the three months ended March 31, 2022 compared to the prior year period resulted from increases of $9.3 million, $7.9 million, $2.8 million, and $1.3 million in gaming, food and beverage, room, and other operating expenses, respectively. The increase in operating expenses for the three months ended March 31, 2022 was primarily driven by an increase in occupancy of our hotel rooms and guest visitation due to the easing of COVID-19 mitigation measures.
Selling, General and Administrative Expenses
The $7.3 million, or 14%, increase in selling, general and administrative (“SG&A”) expenses for the three months ended March 31, 2022 compared to the prior year period was primarily attributable to the further easing of COVID-19 mitigation measures during the three months ended March 31, 2022. In the prior year period, our operations continued to be subject to mandatory capacity limitation requirements and the other COVID-19 related protocols discussed above, which resulted in lower
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payroll and other expenses. SG&A expenses are comprised of marketing and advertising, utilities, building rent, maintenance contracts, corporate office overhead, information technology, legal, accounting, third-party service providers, executive compensation, share-based compensation, payroll expenses and payroll taxes.
Depreciation and Amortization
The decrease in depreciation and amortization expenses for the three months ended March 31, 2022 of $0.9 million, or 3%, compared to the prior year period was primarily related to long-lived assets acquired in connection with the American Casino and Entertainment Properties LLC acquisition being fully depreciated and amortized.
(Gain) Loss on Disposal of Assets
Gain on disposal of assets for the three months ended March 31, 2022 was primarily driven by sales of used equipment in our Distributed Gaming segment. Loss of $0.2 million for the comparable prior year period primarily related to the disposals of property and equipment in our Distributed Gaming segment.
Preopening Expenses
Preopening expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of tavern and casino locations. Preopening expenses for the three months ended March 31, 2022 and 2021 primarily related to our planned expansion into new markets for our Distributed Gaming segment.
Non-Operating Expense, Net
The decrease of $0.7 million, or 5%, in non-operating expense, net, for the three months ended March 31, 2022 over the prior year period was driven primarily by the decrease in interest expense, net, in the amount of $0.9 million due to the prepayment of our term loan borrowings, partially offset by a non-cash charge in the amount of $0.2 million for the accelerated amortization of the debt issuance costs and discount, as discussed in “Note 5 — Long-Term Debt” in Part I, Item 1: Financial Statements.
Income Taxes
The effective income tax rates were (105.1)% and (2.9)% for the three months ended March 31, 2022 and 2021, respectively, which differed from the federal tax rate of 21% due primarily to the change in valuation allowance.
Revenues and Adjusted EBITDA by Reportable Segment
To supplement our consolidated financial statements presented in accordance with United States generally accepted accounting principles (“GAAP”), we use Adjusted EBITDA because it is the primary metric used by our chief operating decision makers and investors in measuring both our past and future expectations of performance. Adjusted EBITDA provides useful information to the users of our financial statements by excluding specific expenses and gains that we believe are not indicative of our core operating results. Furthermore, our annual performance plan used to determine compensation for our executive officers and employees is tied to the Adjusted EBITDA metric. It is also a measure of operating performance widely used in the gaming industry. The presentation of this additional information is not meant to be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. In addition, other companies in our industry may calculate Adjusted EBITDA differently than we do.
We define “Adjusted EBITDA” as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, impairment of goodwill and intangible assets, acquisition and severance expenses, preopening and related expenses, gain or loss on disposal of assets, share-based compensation expenses, change in non-cash lease expense, and other non-cash charges that are deemed to be not indicative of our core operating results, calculated before corporate overhead (which is not allocated to each reportable segment).
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The following table presents our total revenues and Adjusted EBITDA by reportable segment and a reconciliation of net income to Adjusted EBITDA:
Three Months Ended March 31,
(In thousands)20222021
Revenues
Nevada Casino Resorts$96,435 $74,805 
Nevada Locals Casinos39,889 38,545 
Maryland Casino Resort17,892 16,100 
Distributed Gaming119,222 109,909 
Corporate and Other206 337 
Total Revenues$273,644 $239,696 
Adjusted EBITDA
Nevada Casino Resorts$33,575 $26,655 
Nevada Locals Casinos20,038 19,552 
Maryland Casino Resort5,572 4,873 
Distributed Gaming22,053 20,880 
Corporate and Other(13,913)(12,462)
Total Adjusted EBITDA$67,325 $59,498 
Net income$36,066 $10,620 
Adjustments
Depreciation and amortization26,276 27,186 
Change in non-cash lease expense181 439 
Share-based compensation3,672 3,005 
(Gain) loss on disposal of assets(41)209 
Loss on debt extinguishment and modification181 — 
Preopening and related expenses (1)
55 120 
Other, net4,296 2,168 
Interest expense, net15,118 16,048 
Income tax benefit(18,479)(297)
Adjusted EBITDA$67,325 $59,498 
(1)Preopening and related expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of tavern and casino locations.
Nevada Casino Resorts
Revenues and Adjusted EBITDA increased by $21.6 million, or 29%, and $6.9 million, or 26%, respectively, for the three months ended March 31, 2022 compared to the prior year period primarily due to an increase in occupancy of our hotel rooms due to the further easing of COVID-19 mitigation measures.
Nevada Locals Casinos
Revenues and Adjusted EBITDA increased by $1.3 million, or 3%, and $0.5 million, or 2%, respectively, for the three months ended March 31, 2022 compared to the prior year period primarily due to an increase in demand for gaming and guest visitation and a related increase in occupancy of our hotel rooms due to the further easing of COVID-19 mitigation measures.
Maryland Casino Resort
Revenues and Adjusted EBITDA increased by $1.8 million, or 11%, and $0.7 million, or 14%, respectively, for the three months ended March 31, 2022 compared to the prior year period primarily due to an increase in demand for gaming and guest visitation and a related increase in occupancy of our hotel rooms due to the further easing of COVID-19 mitigation measures.

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Distributed Gaming
Revenues and Adjusted EBITDA increased by $9.3 million, or 8%, and $1.2 million, or 6%, respectively, for the three months ended March 31, 2022 compared to the prior year period primarily due to an increase in demand for gaming and further easing of COVID-19 mitigation measures.
Adjusted EBITDA Margin
For the three months ended March 31, 2022, Adjusted EBITDA as a percentage of segment revenues (or Adjusted EBITDA margin) was 35%, 50%, 31% and 18% for Nevada Casino Resorts, Nevada Locals Casinos, Maryland Casino and Distributed Gaming, respectively, as compared to Adjusted EBITDA margins of 36%, 51%, 30% and 19% for the three months ended March 31, 2021. The lower Adjusted EBITDA margins in our Distributed Gaming segment reflect the fixed and variable amounts paid to third parties under our space lease and participation agreements as expenses. In the event our Adjusted EBITDA margins demonstrate new trends and developments in future periods, we may be required to identify additional reportable segments in future filings.
Liquidity and Capital Resources
As of March 31, 2022, we had $202.3 million in cash and cash equivalents. We currently believe that our cash and cash equivalents, cash flows from operations and borrowing availability under our revolving credit facility will be sufficient to meet our capital requirements during the next 12 months. As of March 31, 2022, we had borrowing availability of $240 million under our revolving credit facility (refer to “Note 5 — Long-Term Debt” in Part I, Item 1: Financial Statements for additional information regarding our revolving credit facility).
Our operating results and performance depend significantly on national, regional and local economic conditions and their effect on consumer spending. Declines in consumer spending would cause revenues generated by our operations to be adversely affected.
To further enhance our liquidity position or to finance any future acquisition or other business investment initiatives, we may obtain additional financing, which could consist of debt, convertible debt or equity financing from public and/or private credit and capital markets.
Cash Flows
Net cash provided by operating activities was $43.5 million and $52.2 million for the three months ended March 31, 2022 and 2021, respectively. The $8.7 million, or 17%, decrease in operating cash flows for the three months ended March 31, 2022 compared to the prior year period primarily related to the timing of working capital spending.
Net cash used in investing activities was $10.7 million and $4.7 million for the three months ended March 31, 2022 and 2021, respectively. The $6.0 million, or 128%, increase in net cash used in investing activities for the three months ended March 31, 2022 compared to the prior year period related to the increase in our capital expenditures.
Net cash used in financing activities was $51.1 million and $5.7 million for the three months ended March 31, 2022 and 2021, respectively. The $45.4 million, or 796%, increase in net cash used in financing activities during the three months ended March 31, 2022 compared to the prior year period primarily related to the prepayment of outstanding term loan borrowings with a principal amount of $25.0 million (refer to “Note 5 — Long-Term Debt” in Part I, Item 1: Financial Statements), $15.2 million in open market repurchases of our common stock pursuant to the share repurchase program and $10.3 million in tax withholding on option exercises and the vesting of RSUs.
Long-Term Debt
Refer to “Note 5 — Long-Term Debt” in Part I, Item 1: Financial Statements and Supplemental Data of this Quarterly Report for discussion of our debt instruments.
Share Repurchase Program
On March 12, 2019, our Board of Directors authorized the repurchase of up to $25 million worth of shares of common stock, subject to available liquidity, general market and economic conditions, alternate uses for the capital and other factors. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with our finance agreements. There is no minimum number of shares that we are required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice.
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On August 3, 2021, our Board of Directors increased the March 12, 2019 authorization to $50 million. In December 2021, we repurchased 226,485 shares of our common stock pursuant to our share repurchase program in open market transactions at an average price of $46.87 per share, resulting in a charge to accumulated deficit of $10.6 million. In March 2022, we repurchased 268,791 shares of our common stock pursuant to our share repurchase program in open market transactions at an average price of $56.54 per share, resulting in a charge to accumulated deficit of $15.2 million. As of March 31, 2022, we had $24.2 million of remaining share repurchase availability under our August 3, 2021 share repurchase authorization. On May 3, 2022, our Board of Directors re-authorized our $50 million share repurchase program.
Other Items Affecting Liquidity
The outcome of the following specific matters, including our commitments and contingencies, may also affect our liquidity.
Commitments, Capital Spending and Development
We perform on-going refurbishment and maintenance at our facilities, of which certain maintenance costs are capitalized if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We intend to fund such capital expenditures through our operating cash flows and borrowings under our revolving credit facility.
Refer to “Note 9 — Commitments and Contingencies” in Part I, Item 1: Financial Statements for additional information regarding commitments and contingencies that may also affect our liquidity.
Other Opportunities
We may investigate and pursue expansion opportunities in our existing or new markets from time to time. Such expansions will be influenced and determined by a number of factors, which may include licensing availability and approval, suitable investment opportunities and availability of acceptable financing. Investigation and pursuit of such opportunities may require us to make substantial investments or incur substantial costs, which we may fund through cash flows from operations or borrowing availability under our Revolving Credit Facility. To the extent such sources of funds are not sufficient, we may also seek to raise such additional funds through public or private equity or debt financings or from other sources. No assurance can be given that additional financing will be available or that, if available, such financing will be obtainable on terms favorable to us. Moreover, we can provide no assurances that the investigation or pursuit of an opportunity will result in a completed transaction.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to the application of the acquisition method of accounting, long-lived assets, goodwill and indefinite-lived intangible assets, revenue recognition, income taxes and share-based compensation expenses. We base our estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We believe that our estimates and assumptions are reasonable, based upon information presently available; however, actual results may differ from these estimates under different assumptions or conditions.
A description of our critical accounting estimates can be found under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report. For a more extensive discussion of our accounting policies, refer to “Note 2 — Summary of Significant Accounting Policies” in Part II, Item 8: Financial Statements and Supplemental Data in our Annual Report. There were no material changes to our critical accounting policies and estimates during the three months ended March 31, 2022.
Commitments and Contractual Obligations
For the three months ended March 31, 2022, there were no material changes in our commitments under contractual obligations as compared to those disclosed in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Other Items Affecting Liquidity – Contractual Obligations in our Annual Report other than those discussed in Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Long-Term Debt.
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Seasonality
We believe that our businesses are affected by seasonal factors, including holidays, weather and travel conditions. Our casino properties and distributed gaming businesses in Nevada have historically experienced lower revenues during the summer as a result of fewer tourists due to higher temperatures, as well as increased vacation activity by local residents. Rocky Gap typically experiences higher revenues during summer months and may be significantly adversely impacted by inclement weather during winter months. Our Nevada distributed gaming operations typically experience higher revenues during the fall which corresponds with several professional sports seasons. Our Montana distributed gaming operations typically experience higher revenues during the winter due to the inclement weather in the state and less opportunity for outdoor activities, in addition to the impact from professional sports seasons during the fall. While other factors like unemployment levels, market competition and the diversification of our business may either offset or magnify seasonal effects, some seasonality is likely to continue, which could result in significant fluctuation in our quarterly operating results.
Recently Issued Accounting Pronouncements
See “Note 1 — Nature of Business and Basis of Presentation” in Part I, Item 1: Financial Statements for information regarding recently issued accounting pronouncements.
Regulation and Taxes
The casino and distributed gaming industries are subject to extensive regulation by state gaming authorities. Changes in applicable laws or regulations could have a material adverse effect on us.
The gaming industry represents a significant source of tax revenues to regulators. From time to time, various federal and state legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. It is not possible to determine the likelihood of possible changes in tax law or in the administration of such law. Such changes, if adopted, could have a material adverse effect on our future financial position, results of operations, cash flows and prospects.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt. As of March 31, 2022, our variable rate long-term debt primarily comprised our indebtedness under the Credit Facility (refer to “Note 5 — Long-Term Debt” in Part I, Item 1: Financial Statements).
As of March 31, 2022, we had $625 million in principal amount of outstanding term loan borrowings under the Credit Facility with no outstanding borrowings under our $240 million Revolving Credit Facility. Our primary interest rate under the Credit Facility is the Eurodollar rate plus an applicable margin. The weighted-average effective interest rate on our outstanding borrowings under the Credit Facility was approximately 3.75% for the three months ended March 31, 2022. Assuming the outstanding balance under our Credit Facility remained constant over a year, a 50 basis point increase in the applicable interest rate would increase interest incurred, prior to effects of capitalized interest, by $3.1 million over a twelve-month period.
As of March 31, 2022, our investment portfolio included $202.3 million in cash and cash equivalents and we did not hold any short-term investments.
We continue to evaluate the potential impact of the eventual replacement of the LIBOR benchmark interest rate, which was set to begin transitioning out at the end of 2021. While some LIBOR rates will now be extended through June 2023, or 18 months beyond the original 2021 deadline, lenders are not allowed to issue new loans and other financial instruments that are linked to LIBOR beyond 2021. Although we are not able to predict what will become a widely accepted benchmark in place of LIBOR, or the exact impact such a transition may have, our current expectation is that this transition will not have a material impact on our business, financial condition or results of operations.
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ITEM 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures designed to provide reasonable assurance of achieving the objective that information in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified and pursuant to the requirements of the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation , with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2022, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2022.
During the quarter ended March 31, 2022, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A discussion of our legal proceedings is contained in “Note 9 — Commitments and Contingencies — Legal Matters and Other” in Part I, Item 1: Financial Statements.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K, which factors could materially affect our business, financial condition, liquidity or future results. There have been no material changes to the risk factors described in the “Risk Factors” section in our Annual Report. The risks described in our Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity, results of operations, prospects or stock price.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchase of Equity
From time to time, we repurchase shares of our common stock pursuant to our share repurchase program authorized by our Board of Directors on March 12, 2019. This authorization was increased on August 3, 2021 from $25 million to $50 million, and as of March 31, 2022, we had $24.2 million of remaining share repurchase availability under this share repurchase authorization. On May 3, 2022, our Board of Directors re-authorized our $50 million share repurchase program. There is no minimum number of shares that we are required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice (refer to Note 6Shareholders’ Equity and Stock Incentive Plans” in Part I, Item 1: Financial Statements for additional information regarding our share repurchase program). All of our share repurchases during the first quarter of 2022 were made through open market transactions. The following table presents our common stock purchases made pursuant to our share repurchase program during the three months ended March 31, 2022:
Total Number of Shares PurchasedAverage Price per ShareTotal Number of Shares Purchased as Part of a Publicly Announced Program
Approximate Dollar Value That May Yet Be Purchased Under the Program
(in millions)
Period
January 1-31, 2022— $— — $39.4 
February 1-28, 2022— $— — $39.4 
March 1-31, 2022268,791 $56.54 268,791 $24.2 
(1)
(1) Our Board of Directors increased the amount authorized for share repurchases to $50 million on May 3, 2022.
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ITEM 5. OTHER INFORMATION
On May 3, 2022, our Board of Directors approved an amendment to our Seventh Amended and Restated Bylaws to revise Article 3, Shareholders, to provide that we will have no obligation to assist or incur liability for any shareholder (other than a shareholder who is an active officer, director or employee of Golden) in any gaming application or approval relating to the shares held by such shareholder. The foregoing summary is qualified in its entirety by the full text of the Eighth Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.
On May 3, 2022, we entered into the Third Amendment to Employment Agreement by and between Golden Entertainment, Inc. and Blake L. Sartini, which provides for, among other things, (1) an increase to Mr. Sartini’s annual base salary rate from $1,000,000 to $1,050,000, or such amount as may from time to time be determined by the Compensation Committee of the Board of Directors, and (2) an increase to Mr. Sartini’s annual incentive target bonus from 125% to 150% of his annual base salary.
On May 3, 2022, we entered into the Fourth Amendment to Employment Agreement by and between Golden Entertainment, Inc. and Charles Protell, which provides for, among other things, (1) an increase to Mr. Protell’s annual base salary rate from $750,000 to $785,000, or such amount as may from time to time be determined by the Compensation Committee of the Board of Directors and (2) an increase to Mr. Protell’s annual incentive target bonus from 100% to 115% of his annual base salary.
On May 3, 2022, we entered into the Fourth Amendment to Employment Agreement by and between Golden Entertainment, Inc. and Stephen Arcana, which provides for, among other things, (1) an increase to Mr. Arcana’s annual base salary rate from $600,000 to $630,000, or such amount as may from time to time be determined by the Compensation Committee of the Board of Directors, and (2) an increase to Mr. Arcana’s annual incentive target bonus from 100% to 115% of his annual base salary.
On May 3, 2022, we entered into the Second Amendment to Amended and Restated Employment Agreement by and between Golden Entertainment, Inc. and Blake L. Sartini II, which provides for, among other things, (1) an increase to Mr. Sartini II’s annual base salary rate from $425,000 to $450,000, or such amount as may from time to time be determined by the Compensation Committee of the Board of Directors, and (2) an increase to Mr. Sartini II’s annual incentive target bonus from 50% to 85% of his annual base salary.
Copies of the amendments to the employment agreements with Messrs. Sartini, Arcana, Protell and Sartini II are filed as exhibits to this Quarterly Report on Form 10-Q and are incorporated herein by reference.
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ITEM 6. EXHIBITS
ExhibitsDescription
3.1
10.1#
10.2#
10.3#
10.4#
31.1
31.2
32.1
101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Calculation Definition Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
# Management contract or compensatory plan or arrangement in which one or more executive officers or directors participates
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
GOLDEN ENTERTAINMENT, INC.
(Registrant)
Dated: May 6, 2022/s/  BLAKE L. SARTINI
Blake L. Sartini
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
/s/  CHARLES H. PROTELL
Charles H. Protell
President and Chief Financial Officer
(Principal Financial Officer)
/s/  THOMAS E. HAAS
Thomas E. Haas
Senior Vice President of Accounting
(Principal Accounting Officer)
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Exhibit 3.1
EIGHTH AMENDED AND RESTATED BYLAWS
OF
GOLDEN ENTERTAINMENT, INC.
ARTICLE 1
OFFICES
1.1 Registered Office. The registered office of the Corporation shall be located within the State of Minnesota as set forth in the Articles of Incorporation. The Board of Directors shall have authority to change the registered office of the Corporation and a statement evidencing any such change shall be filed with the Secretary of State of Minnesota as required by law.
1.2 Offices. The Corporation may have other offices, including its principal business office, either within or without the State of Minnesota.
ARTICLE 2
CORPORATE SEAL
2.1 Corporate Seal. The Board of Directors shall determine whether or not the Corporation will adopt a corporate seal. If a corporate seal is adopted, inscribed on the corporate seal shall be the name of the Corporation and the words “Corporate Seal,” and when so directed by the Board of Directors, a duplicate of the seal may be kept and used by the Secretary of the Corporation.
ARTICLE 3
SHAREHOLDERS
3.1 Regular Meetings. Regular meetings of the shareholders shall be held at the Corporation’s registered office or at such other place within or without the State of Minnesota as is designated by the Board of Directors. Regular meetings may be held annually or on a less frequent periodic basis, as established by a resolution of the Board of Directors, or may be held on call by the Board of Directors from time to time as and when the Board determines. At each regular meeting, the shareholders shall elect, as provided in the Articles of Incorporation and these By-laws, qualified successors for directors who serve for an indefinite term or whose terms have expired or are due to expire within six (6) months after the date of the meeting, and may transact such other business which properly comes before them. Notwithstanding the foregoing, if a regular meeting of the shareholders has not been held for a period of fifteen (15) months, a shareholder or group of shareholders holding three percent (3%) or more of the issued and outstanding voting shares of the Corporation may demand that a regular meeting of the shareholders be held by giving written notice to the President or Treasurer of the Corporation. Within thirty (30) days after receipt of the notice, the Board shall cause a regular meeting of the shareholders to be called and held within ninety (90) days after receipt of the notice. Any regular meeting held pursuant to such a demand by a shareholder or shareholders shall be held within the county where the principal executive office of the Corporation is located.
3.2 Special Meeting. Special meetings of the shareholders may be called by the Chief Executive Officer, by a Vice-President in the absence of the Chief Executive Officer, by the Chief Financial Officer, or by the Board of Directors or any two or more members thereof. Special meetings may also be called by one or more shareholders holding ten percent (10%) or more of the issued and outstanding voting shares of the Corporation by delivering to the Chief Executive Officer or Chief Financial Officer a written demand for a special meeting, which demand shall state the purposes of such meeting. Within thirty (30) days after receipt of the written demand, the Board of Directors shall call a special meeting of the shareholders to be held within ninety (90) days after receipt of the written demand. Any special meeting held pursuant to such written demand shall be held within the county where the principal executive office of the Corporation is located.
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3.3 Quorum. Business may be transacted at any duly held meeting of the shareholders at which a quorum is present. The holders of a majority of the voting power of the shares entitled to vote at a meeting are a quorum. The shareholders present at the meeting may continue to transact business until adjournment, even though a number of shareholders withdraw leaving less than a quorum. If a quorum is not present at any meeting, those shareholders present have the power to adjourn the meeting from time to time until the requisite number of voting shares are present. The date, time and place of the reconvened meeting shall be announced at the time of adjournment and notice of the reconvened meeting shall be given to all shareholders who were not present at the time of adjournment. Any business which might have been transacted at the meeting which was adjourned may be transacted at the reconvened meeting.
3.4 Remote Communications for Shareholder Meetings. The Board of Directors is authorized to hold regular or special meetings of shareholders solely by any combination of means of remote communication in accordance with Section 302A.436, Subd. 4 of the Minnesota Business Corporations Act through which the shareholders may participate in the meeting, if notice of the meeting is given to every holder of shares entitled to vote at such meeting, and if the number of shares held by the shareholders participating in the meeting would be sufficient to constitute a quorum at the meeting. Furthermore, the Board of Directors is authorized to determine that a shareholder not physically present in person or by proxy at a regular or special meeting of shareholders may, by means of remote communication, participate in a meeting of shareholders held at a designated place. In any meeting of shareholders held solely by means of remote communication or in any meeting of shareholders held at a designated place in which one or more shareholders participate by means of remote communication, the Corporation must implement reasonable measures to verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a shareholder. In addition, the Corporation must implement reasonable measures to provide each shareholder participating by means of remote communication with a reasonable opportunity to participate in the meeting, including an opportunity to: (a) read or hear the proceedings of the meeting substantially concurrently with those proceedings; (b) if allowed by the procedures governing the meeting, have the shareholder’s remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks; and (c) if otherwise entitled, vote on matters submitted to the shareholders.
3.5 Voting. At each shareholders’ meeting, every shareholder having the right to vote is entitled to vote in person or by proxy. Shareholders have one (1) vote for each share having voting power standing in their name on the books of the Corporation, unless otherwise provided in the Articles of Incorporation, or these By-Laws, or in the terms of the shares. All elections and questions shall be decided by a majority vote of the number of shares entitled to vote and represented at any meeting at which there is a quorum, except as otherwise required by statute, the Articles of Incorporation, these By-Laws, or by agreement among the shareholders.
3.6 Notice of Meeting. Notice of regular or special meetings of the shareholders shall be given by an officer or agent of the Corporation to each shareholder shown on the books of the Corporation to be the holder of record of shares entitled to vote at the meeting. If the notice is to be mailed, then the notice must be mailed to each shareholder at the shareholder’s address as shown on the books of the Corporation at least five (5) calendar days prior to the meeting. If the notice is not mailed, then the notice must be given at least forty-eight (48) hours prior to the meeting. The notice must contain the date, time and place of the meeting, and in the case of a special meeting, must also contain a statement of the purpose of the meeting. In no event shall notice be given more than sixty (60) days prior to the meeting. If a plan of merger, exchange, sale or other disposition of all or substantially all of the assets of the Corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.
3.7 Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxies must be filed with an officer of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
3.8 Closing Transfer Books. The Board of Directors may close the stock transfer books for a period of time which does not exceed sixty (60) days preceding any of the following: the date of any meeting of shareholders; the payment of dividends; the allotment of rights; or the change, conversion, or exchange of shares.
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3.9 Record Date. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any of the events described in Section 3.8, as a record date for the determination of which shareholders are entitled (i) to notice of and to vote at any meeting and any meeting subsequent to adjournment, (ii) to receive any dividend or allotment of rights, or (iii) to exercise the rights in respect to any change, conversion, or exchange of shares. If a record date is fixed by the Board of Directors, only those shareholders of record on the record date shall be entitled to receive notice of and to vote at the meeting and any meeting subsequent to adjournment or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date so fixed. If the share transfer books are not closed and no record date is fixed for determination of the shareholders of record, then the date on which notice of the meeting is mailed or the date of adoption of a resolution of the Board of Directors declaring a dividend, allotment of rights, change, conversion or exchange of shares, as the case may be, shall be the record date for such determination.
3.10 Presiding Officer. The Chief Executive Officer of the Corporation shall preside over all meetings of the shareholders. In the absence of the Chief Executive Officer, the shareholders may choose any person present to act as presiding officer.
3.11 Written Action by Shareholders. Any action which may be taken at a meeting of the shareholders may be taken without a meeting and notice if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to notice of a meeting for such purpose.
3.12 Advance Notice of Shareholder Proposals. At any regular meeting of shareholders, only such business (other than the nomination and election of directors, which shall be subject to Section 3.13) may be conducted as shall be appropriate for consideration at the meeting of shareholders and as shall have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder entitled to vote at the meeting who complies with the notice procedures hereinafter set forth in this Section 3.12.
(a)     Timing of Notice. For such business to be properly brought before any regular meeting by a shareholder, the shareholder must be a beneficial owner both at the time of proposal and the time of the meeting and have given timely notice thereof in writing, not less than 90 days before the first anniversary of the date of the preceding year’s annual meeting; provided, however, that (i) in the event the date of the annual meeting is more than 30 days before or after such anniversary date, notice by a shareholder shall be timely only if so received not less than 90 days before such annual meeting or, if later, within 10 days after the first public announcement of the date of such annual meeting, and (ii) with respect to the Corporation’s 2009 annual meeting of shareholders, notice by a shareholder shall be timely only if so received within 10 days after the first public announcement of the date of such annual meeting. To be timely, a shareholder’s notice of any such business to be conducted at a regular meeting other than an annual meeting must be delivered to the Secretary of the Corporation or mailed and received at the principal executive office of the Corporation within 10 days after the first public announcement of the date of such regular meeting. Except to the extent otherwise required by law, the adjournment of a regular meeting of shareholders shall not commence a new time period for the giving of a shareholder’s notice as required above. For the purposes of this Section 3.12 and Section 3.13 below, “public announcement” means disclosure (i) when made in a press release reported by the Associated Press or comparable national news service, (ii) when filed in a document publicly filed by the Corporation with the Securities and Exchange Commission, or (iii) when mailed as notice of the meeting as provided in Section 3.6 above.
(b)     Content of Notice. A shareholder’s notice to the Corporation shall set forth as to each matter the shareholder proposes to bring before the regular meeting:
(i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting;
(ii) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business;
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(iii) the class or series (if any) and number of shares (including, without limitation, derivative securities, swaps or other transaction or series of transactions engaged in, directly or indirectly, by such shareholder the purpose or effect of which is to provide such shareholder with economic risk similar to ownership of shares of any class or series of the Corporation) that are owned beneficially or of record by the shareholder;
(iv) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of the shareholder in such business; and
(v) a representation that the shareholder is a holder of record of shares entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to make the proposal.
(c)     Consequences of Failure to Satisfy Advance Notice Procedures. The officer of the Corporation chairing the meeting shall, if the facts warrant, determine that business was not properly brought before the meeting in accordance with the procedures described in this Section 3.12 and, if such officer should so determine, such officer shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted. Nothing in this Section 3.12 shall be deemed to preclude discussion by any shareholder of any business properly brought before the meeting in accordance with these By-Laws.
3.13 Nomination of Director Candidates. Only persons who are nominated in accordance with the procedures set forth in this Section 3.13 shall be eligible for election as directors. Nominations of persons for election of the Board of Directors may be made at a meeting of shareholders (i) by or at the direction of the Board of Directors or a committee designated by the Board of Directors or (ii) by any shareholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 3.13.
(a)     Timing of Notice. Nominations by shareholders shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, the shareholder must be a beneficial owner both at the time of nomination and the time of the meeting and have given timely notice thereof in writing, not less than 90 days before the first anniversary of the date of the preceding year’s annual meeting; provided, however, that (i) in the event the date of the annual meeting is more than 30 days before or after such anniversary date, notice by a shareholder shall be timely only if so received not less than 90 days before such annual meeting or, if later, within 10 days after the first public announcement of the date of such annual meeting, and (ii) with respect to the Corporation’s 2009 annual meeting of shareholders, notice by a shareholder shall be timely only if so received within 10 days after the first public announcement of the date of such annual meeting. If a special meeting of shareholders is called in accordance with Section 3.2 for the purpose of electing one or more members to the Corporation’s Board of Directors, for a shareholder’s notice of nominations to be timely it must be delivered to the Secretary of the Corporation, or mailed and received at the principal executive office of the Corporation within 10 days after the first public announcement of the date of such special meeting. Except to the extent otherwise required by law, the adjournment of a regular meeting of shareholders shall not commence a new time period for the giving of a shareholder’s notice as required above.
(b)     Content of Notice. A shareholder’s notice to the Corporation of nominations for a regular or special meeting of shareholders shall set forth:
(i) as to each person whom the shareholder proposes to nominate for election or re-election as a director:
(A) such person’s name, age, business address and residence address and principal occupation or employment;
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(B) the class and series (if any) and number of shares (including, without limitation, derivative securities, swaps or other transaction or series of transactions engaged in, directly or indirectly, by such person the purpose or effect of which is to provide such person with economic risk similar to ownership of shares of any class or series of the Corporation) that are owned beneficially or of record by the person;
(C) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or that is otherwise required, pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively the “Exchange Act”);
(D) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and
(E) a representation from such person that such person is not and will not become a party to any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity (1) as to how such person, if elected as a director of the Corporation will act of vote on any issue or question or (2) that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law.
(ii) as to the shareholder giving the notice:
(A) the name and address, as they appear on the Corporation’s books, or such shareholder;
(B) the class or series (if any) and number of shares (including, without limitation, derivative securities, swaps or other transaction or series of transactions engaged in, directly or indirectly, by such person the purpose or effect of which is to provide such person with economic risk similar to ownership of shares of any class or series of the Corporation) that are owned beneficially or of record by the shareholder;
(C) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder;
(D) all other information relating to such shareholder that is required to be disclosed in solicitations of proxies for election of directors, or that is otherwise required, pursuant to the Exchange Act; and
(E) a representation that the shareholder is a holder of record of shares of the Corporation entitled to vote for the election of directors and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice.
At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation the information required to be set forth in a shareholder’s notice of nomination that pertains to a nominee.
(c)     Consequences of Failure to Satisfy Nominating Procedures. The officer of the Corporation chairing the meeting shall, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed in this Section 3.13 and, if such officer should so determine, such officer shall so declare to the meeting, and the defective nomination shall be disregarded.
(d)    Compliance with Law. Notwithstanding the foregoing provisions of Sections 3.12 and 3.13 above, a shareholder shall also comply with all applicable requirements of
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Minnesota law and the Exchange Act with respect to the matters set forth in such Sections. For purposes of clarity, the requirements of Sections 3.12 and 3.13 apply to proposals made or brought or sought to be made or brought at any regular meeting, whether or not such proposals are, or are required to be, included in the Corporation’s proxy statement pursuant to the federal proxy rules set forth in the Exchange Act.
    3.14 No Liability for Gaming Approvals. The Company shall have no obligation to assist or incur liability for any shareholder (other than a shareholder who is an active officer, director or employee of the Company or a subsidiary thereof) in any gaming application or approval relating to the shares held by such shareholder.
ARTICLE 4
DIRECTORS
4.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors. In addition to the powers and authorities by these By-Laws expressly conferred upon it, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Articles of Incorporation or these By-Laws directed or required to be exercised or done by the shareholders.
4.2 Number. The number of directors shall be fixed by or in the manner provided in the articles of incorporation or these bylaws. The number of directors may be increased or decreased by a resolution adopted by the affirmative vote of a majority of the Board of Directors; provided, however, that no decrease in the number of directors pursuant to this Section 4.2 shall effect the removal of any director then holding office except in compliance with applicable law and Section 4.11 below. Any newly created directorships established by the Board of Directors shall be filled by a majority vote of the directors serving at the time of the increase.
4.3 Qualifications and Term of Office. Directors need not be shareholders or residents of the State of Minnesota. The Board of Directors shall be elected by the shareholders at their regular meeting and at any special shareholders’ meeting called for that purpose. A director shall hold office until the annual meeting for the year in which his or her term expires and until the director’s successor is elected and qualifies, or until the earlier death, resignation, removal, or disqualification of the director.
4.4 Quorum. A majority of the Board of Directors constitutes a quorum for the transaction of business; provided, however, that if any vacancies exist by reason of death, resignation, or otherwise, a majority of the remaining directors constitutes a quorum. If less than a quorum is present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
4.5 Action of Directors. The acts of a majority of the directors present at a meeting at which a quorum is present are the acts of the Board of Directors.
4.6 Meetings. Meetings of the Board of Directors may be held from time to time at any place, within or without the State of Minnesota, that the Board of Directors may select. If the Board of Directors fails to select a place for a meeting, the meeting shall be held at the principal executive office of the Corporation. The Chief Executive Officer or any director may call a meeting of the Board of Directors by giving notice to all directors of the date, time and place of the meeting. If the notice is to be mailed, then the notice must be mailed to each director at least five (5) calendar days prior to the meeting. If the notice is not to be mailed, then the notice must be given at least forty-eight (48) hours prior to the meeting. If the date, time and place of the meeting of the Board of Directors has been announced at a previous meeting of the Board of Directors, no additional notice of such meeting is required, except that notice shall be given to all directors who were not present at the previous meeting. Notice of the meeting of the Board of Directors need not state the purpose of the meeting. A director may orally or in writing waive notice of the meeting. Attendance by a director at a meeting of the Board of Directors also constitutes a waiver of notice of such meeting, unless the director objects at the beginning of the meeting to the transaction of business because the meeting allegedly is not lawfully called or convened and such director does not participate thereafter in the meeting.
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4.7 Meeting by Electronic Communications. A conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference constitutes meeting of the Board of Directors if the number of directors participating in the conference would be sufficient to constitute a quorum at a meeting, and if the same notice is given of the conference as would be required for a Board of Directors meeting under these By-Laws. In any Board of Directors meeting, a director may participate by any means of communication through which the director, other directors so participating, and all directors physically present at the meeting may simultaneously hear each other during the meeting.
4.8 Compensation. Directors may receive such compensation as may be determined from time to time by resolution of the Board of Directors.
4.9 Committee. By the affirmative vote of a majority of the directors, the Board of Directors may establish a committee or committees having the authority of the Board of Directors in the management of the business of the Corporation to the extent provided in the resolution adopted by the Board of Directors. A committee shall consist of one or more persons, who need not be directors, that have been appointed by affirmative vote of a majority of the directors present. A majority of the members of the committee present at any meeting of the committee is a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in the resolution approved by the Board of Directors. Minutes of any meetings of committees created by the Board of Directors shall be available upon request to members of the committee and to any director.
4.10 Action by Absent Director. A director may give advance written consent or opposition to a proposal to be acted upon at a Board of Directors meeting by giving a written statement to the Chief Executive Officer, Chief Financial Officer, or any director which sets forth the proposal to be voted on and contains a statement of the director’s voting preference with regard to the proposal. An advance written statement does not constitute presence of the director for purposes of determining a quorum, but the advance written statement shall be counted in the vote on the subject proposal provided that the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal set forth in the advance written statement. The advance written statement by a director on a proposal shall be included in the records of the Board of Directors’ action on the proposal.
4.11 Removal of Directors by Board of Directors. Any director who has been elected by the Board of Directors to fill a vacancy on the Board of Directors, or to fill a directorship created by action of the Board of Directors, and who has not subsequently been reelected by the shareholders, may be removed by a majority vote of all directors constituting the Board, exclusive of the director whose removal is proposed.
4.12 Vacancies. Any vacancy on the Board of Directors may be filled by vote of the remaining directors, even though less than a quorum.
4.13 Written Action by Less than All of the Directors. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting and notice thereof if a consent in writing setting forth the action taken is signed by the number of directors required to take the same action at a duly held meeting of the Board of Directors at which all of the directors are present. If a written action is signed by less than all the directors, any director not signing the action will be notified as soon as reasonably possible of the content of the action and the effective date of the action. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions so taken.
4.14 Dissent from Action. A director of the Corporation who is present at a meeting of the Board of Directors at which any action is taken shall be presumed to have assented to the action taken unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter, or unless the director votes against the action at the meeting, or is prohibited from voting on the action.
4.15 Disclosure to Gaming Regulatory Authorities. Each director must agree to provide such background information, including a financial statement, and consent to such background investigation, as may be required by gaming regulatory authorities, and must agree to respond to questions from gaming regulatory authorities.
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ARTICLE 5
OFFICERS
5.1 Election of Officers. The Board of Directors shall from time to time, elect a Chief Executive Officer, President, and a Chief Financial Officer, who may also be designated as Treasurer. The Board of Directors may elect, but shall not be required to elect, a Secretary, one or more Vice Presidents, and a Chairman of the Board. In addition, the Board of Directors may elect such other officers and agents as it may deem necessary. The officers shall exercise such powers and perform such duties as are prescribed by applicable statutes, the Articles of Incorporation, the By-Laws, or as may be determined from time to time by the Board of Directors. Any number of offices may be held by the same person.
5.2 Term of Office. The officers shall hold office until their successors are elected and qualify; provided, however, that any officer may be removed with or without cause by the affirmative vote of a majority of the directors present at a Board of Directors meeting at which a quorum is present.
5.3 Chief Executive Officer. The Chief Executive Officer shall:
(a)     Have general active management of the business of the Corporation;
(b)     When present, preside at all meetings of the shareholders;
(c)     When present, and if there is not a Chairman of the Board, preside at all meetings of the Board of Directors; and
(d)     Maintain records of and, whenever necessary, certify all proceedings of the Board of Directors and the shareholders.
All other officers shall be subject to the direction and authority of the Chief Executive Officer.
5.4 Chief Financial Officer. The Chief Financial Officer shall:
(a)     Keep accurate financial records for the Corporation;
(b) Deposit all money, drafts and checks in the name of and to the credit of the Corporation in the banks and depositories designated by the Board of Directors;
(c) Endorse for deposit all notes, checks and drafts received by the Corporation as ordered by the Board of Directors, making proper vouchers therefor;
(d) Disburse corporate funds and issue checks and drafts in the name of the Corporation, as ordered by the Board of Directors;
(e) Render to the Chief Executive Officer and the Board of Directors, whenever requested, an account of all transactions by the Chief Financial Officer and of the financial condition of the Corporation; and
(f) Perform all other duties prescribed by the Board of Directors or by the Chief Executive Officer.
5.5 President. The President shall:
(a)     Subject to direction of the Chief Executive Officer, be responsible for the day-to-day operations of the Corporation, and oversee the activities and responsibilities of all officers and employees other than the Chairman of the Board and the Chief Executive Officer;
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(b)     See that all orders and resolutions of the Board of Directors are carried into effect;
(c)     Sign and deliver in the name of the Corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the Corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation or Bylaws or by the Board of Directors to some other officer or agent of the Corporation; and
(d)     Perform all other duties presented by the Board of Directors.
5.6 Vice President. Each Vice President, if any, shall have such powers and perform such duties as may be specified in these By-Laws or prescribed by the Board of Directors. If the Chief Executive Officer is absent or disabled, the Vice President shall succeed to the Chief Executive Officer’s powers and duties. If there are two or more Vice Presidents, the order of succession shall be determined by seniority of election or as otherwise prescribed by the Board of Directors.
5.7 Secretary. The Secretary, if any, shall attend all meetings of the shareholders and the Board of Directors. The Secretary shall act as clerk and shall record all the proceedings of the meetings in the minute book of the Corporation and shall give proper notice of meetings of shareholders and the Board of Directors. The Secretary shall keep the seal of the Corporation, if any, and shall affix the seal to any instrument requiring it and shall attest the seal, and shall perform such other duties as may be prescribed from time to time by the Board of Directors.
5.8 Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and shall perform such other duties as may from time to time be assigned by the Board of Directors.
5.9 Assistant Officers. In the event of absence or disability of any Vice President, Secretary or the Chief Financial Officer, the assistant to such officer, if any, shall succeed to the powers and duties of the absent officer until the principal officer resumes his duties or a replacement is elected by the Board of Directors. If there are two or more assistants, the order of succession shall be determined through seniority by the order in which elected or as otherwise prescribed by the Board of Directors. The assistant officers shall exercise such other powers and duties as may be delegated to them from time to time by the Board of Directors or the principal officer under whom they serve, but at all times shall remain subordinate to the principal officers they are designated to assist.
ARTICLE 6
INDEMNIFICATION
The Corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by the laws of the State of Minnesota, as now in effect, or as the same may be hereafter modified.
ARTICLE 7
SHARES AND THEIR TRANSFER
7.1 Certificates of Shares. Unless the Board of Directors has provided that the Corporation’s shares are to be uncertified, every owner of shares of the Corporation shall be entitled to a certificate, to be in such form as the Board of Directors prescribes, certifying the number of shares owned by such shareholder. The certificates for shares shall be numbered in the order in which they are issued and shall be signed in the name of the Corporation by the Chief Executive Officer or a Vice President and by the Secretary or Assistant Secretary, or the Chief Financial Officer, or any other officer of the Corporation authorized by the Board of Directors and shall have the corporate seal, if any, affixed thereto. A record shall be kept of the name of the person owning the shares represented by each certificate, the respective issue dates thereof, and in the case of cancellation, the respective dates of cancellation. Except as provided in Section 7.5 of this Article 7, every certificate surrendered to the Corporation for exchange or transfer shall be canceled, and no other certificate shall be issued in exchange for any existing certificate until such existing certificate is cancelled.
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7.2 Uncertificated Shares. The Board of Directors by a majority vote of directors present at a duly called meeting may provide that any or all shares of classes or series of shares are to be uncertificated shares. In that case, any shareholder who is issued uncertificated shares shall be provided with the information legally required to be disclosed in a certificate.
7.3 Issuance of Shares. The Board of Directors is authorized to issue shares of the capital stock of the Corporation up to the number of shares authorized by the Articles of Incorporation. Shares may be issued for any consideration (including, without limitation, money or other tangible or intangible property received by the Corporation or to be received by the Corporation under a written agreement, or services rendered to the Corporation or to be rendered to the Corporation under a written agreement) which is authorized by a resolution approved by the affirmative vote of a majority of the directors present, valuing all nonmonetary consideration and establishing a price in money or other consideration, or a minimum price, or a general formula or method by which the price will be determined. Upon authorization by resolution approved by the affirmative vote of a majority of the directors present, the Corporation may, without any new or additional consideration, issue shares of its authorized and unissued capital stock in exchange for or in conversion of its outstanding shares, or issue its own shares pro rata to its shareholders or the shareholders of one or more classes or series, to effectuate share dividends or splits, including reverse share splits. No shares of a class or series shall be issued to the holder of the shares of another class or series, unless issuance is either expressly provided for in the Articles of Incorporation or is approved at a meeting by the affirmative vote of the holders of a majority of the voting power of all shares of the same class or series as the shares to be issued.
7.4 Transfer of Shares. Transfer of shares on the books of the Corporation may be authorized only by the shareholder named in the certificates or the shareholder’s representative or duly authorized attorney-in-fact and only upon surrender for cancellation of the certificate for such shares. The shareholder in whose name shares stand on the books of the Corporation shall be considered the owner thereof for all purposes regarding the Corporation.
7.5 Lost Certificates. Any shareholder claiming a certificate for shares has been lost or destroyed shall make an affidavit or affirmation of that fact in such form as the Board of Directors may require and shall, if the directors so require, give the Corporation a bond of indemnity in form and with one or more sureties satisfactory to the Board of Directors and in an amount determined by the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of the certificate. A new certificate may then be issued in the same tenor for the same number of shares as the one alleged to have been lost or destroyed.
7.6 Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents or transfer clerks and one or more registrars and may require all certificates for shares to bear the signature or signatures of any of them.
7.7 Facsimile Signature. When any certificate is manually signed by a transfer agent, a transfer clerk, or a registrar appointed by the Board of Directors to perform such duties, a facsimile or engraved signature of the officers and a facsimile corporate seal, if any, may be inscribed on the certificate in lieu of the actual signatures and seal.
ARTICLE 8
FINANCIAL AND PROPERTY MANAGEMENT
8.1 Checks. All checks, drafts, other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer or Chief Financial Officer, or any other officer or officers, agent or agents of the Corporation, as may from time to time be determined by resolution of the Board of Directors.
8.2 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
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8.3 Voting Securities Held by Corporation. The Chief Executive Officer, or other officer or agent designated by the Board of Directors, shall have full power and authority on behalf of the Corporation to attend, act at, and vote at any meeting of security or interest holders of other corporations or entities in which the Corporation may hold securities or interests. At the meeting, the Chief Executive Officer or other designated agent shall possess and exercise any and all rights and powers incident to the ownership of the securities or interest which the Corporation holds.
ARTICLE 9
AMENDMENTS
The Board of Directors of the Corporation is expressly authorized to make By-Laws of the Corporation and from time to time to adopt, amend or repeal By-Laws so made to the extent and in the manner prescribed in the Minnesota Statutes. The Board of Directors shall not adopt, amend, or repeal a By-Law fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the Board of Directors, or fixing the number of directors or their classifications, qualifications, or terms of office, but may adopt or amend a By-Law to increase the number of directors. The authority in the Board of Directors is subject to the power of the voting shareholders to adopt, change or repeal the By-Laws by a vote of shareholders holding a majority of the shares entitled to vote and present or represented at any regular meeting or special meeting called for that purpose.
ARTICLE 10
FORUM FOR ADJUDICATION OF DISPUTES
Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Minnesota Business Corporation Act, or (iv) any action asserting a claim governed by the internal affairs doctrine, shall be a state or federal court located within the state of Minnesota, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Subject to the preceding provisions of this Article 10, unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article 10. Notwithstanding the foregoing, the provisions of this Article 10 shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction.

If any provision or provisions of this Article 10 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article 10 (including, without limitation, each portion of any paragraph of this Article 10 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

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ARTICLE 11
OPT OUT OF CONTROL SHARE ACQUISITION ACT
Neither Section 302A.671 of the Minnesota Statutes nor any successor statute thereto shall apply to, or govern in any manner, the Corporation or any existing or future control share acquisition of shares of capital stock of the Corporation or limit in any respect the voting or other rights of any existing or future shareholder of the Corporation or entitle the Corporation or its shareholders to any redemption or other rights with respect to outstanding capital stock of the Corporation that the Corporation or its shareholders would not have in the absence of Section 302A.671 of the Minnesota Statutes or any successor statute thereto.

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Exhibit 10.1
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Third Amendment to Employment Agreement (this “Amendment”) is made and entered into as of May 3, 2022, by and between Blake L. Sartini (the “Executive”), and Golden Entertainment, Inc., a Minnesota corporation, including its subsidiaries and Affiliates (collectively, the “Company”).
RECITALS
WHEREAS, the Executive and the Company previously entered into that certain Employment Agreement made and entered into as of October 1, 2015, as amended by the First Amendment to Employment Agreement made and entered into as of February 9, 2016, as further amended by the Second Amendment to Employment Agreement made and entered into as of March 14, 2018 (together, the “Agreement”), pursuant to which Executive currently is employed at-will by the Company; and
WHEREAS, the Company and the Executive wish to enter into this Amendment to modify certain terms of the Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants and the respective undertakings of the Company and the Executive set forth below, the Company and the Executive agree as follows:
AGREEMENT
1.Amendment to Section 2. Section 2 of the Agreement is hereby amended by deleting “One Million Dollars ($1,000,000)” and by replacing the same with “, effective April 4, 2022, One Million Fifty Thousand Dollars ($1,050,000).”
2.Amendment to Section 3. Section 3 of the Agreement is hereby deleted in its entirety and such Section is hereby replaced with the following new Section 3:
“3.    Incentive Compensation. The Executive shall participate in the Company's incentive compensation program from time-to-time established and approved by the Compensation Committee of the Company's Board of Directors, such participation to be on the same terms and conditions as from time-to-time apply to executive officers of the Company. The Executive’s target bonus under the Company’s annual incentive compensation plan shall be one hundred fifty percent (150%) of the Executive’s Base Salary.”
3.Status of Agreement. Except to the limited extent expressly amended hereby, the Agreement and its terms and conditions remain in full force and effect and unchanged by this Amendment. Capitalized terms used herein but not defined herein shall have the meanings ascribed such terms in the Agreement.
4.Counterparts and Facsimile Signatures. This Amendment may be executed in one or more counterparts hereof, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures are permitted and shall be binding for purposes of this Amendment.
[Signature Page Follows]

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the due authorization of its Board, the Company has caused this Amendment to be executed in its name and on its behalf, all as of the day and year first written above.

GOLDEN ENTERTAINMENT, INC.:EXECUTIVE:
By:
/s/ Charles H. Protell
By:/s/ Blake L. Sartini
Name:Charles H. ProtellBlake L. Sartini
Its:
President and Chief Financial Officer




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|
Exhibit 10.2
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Fourth Amendment to Employment Agreement (this “Amendment”) is made and entered into as of May 3, 2022, by and between Charles H. Protell (the “Executive”), and Golden Entertainment, Inc., a Minnesota corporation, including its subsidiaries and Affiliates (collectively, the “Company”).
RECITALS
WHEREAS, the Executive and the Company previously entered into that certain Employment Agreement made and entered into as of November 15, 2016, as amended by the First Amendment to Employment Agreement made and entered into as of March 10, 2017, as further amended by the Second Amendment to Employment Agreement made and entered into as of March 14, 2018, as further amended by the Third Amendment to Employment Agreement made and entered into as of August 5, 2019 (together, the “Agreement”), pursuant to which Executive currently is employed at-will by the Company; and
WHEREAS, the Company and the Executive wish to enter into this Amendment to modify certain terms of the Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants and the respective undertakings of the Company and the Executive set forth below, the Company and the Executive agree as follows:
AGREEMENT
1.Amendment to Section 2. Section 2 of the Agreement is hereby amended by deleting “Seven Hundred Fifty Thousand Dollars ($750,000)” and by replacing the same with “, effective April 4, 2022, Seven Hundred Eighty-Five Thousand Dollars ($785,000).”
2.Amendment to Section 3. Section 3 of the Agreement is hereby deleted in its entirety and such Section is hereby replaced with the following new Section 3:
“3.    Incentive Compensation. The Executive shall participate in the Company's incentive compensation program from time-to-time established and approved by the Compensation Committee of the Company's Board of Directors, such participation to be on the same terms and conditions as from time-to-time apply to executive officers of the Company. The Executive’s target bonus under the Company’s annual incentive compensation plan shall be one hundred fifteen percent (115%) of the Executive’s Base Salary.”
3.Status of Agreement. Except to the limited extent expressly amended hereby, the Agreement and its terms and conditions remain in full force and effect and unchanged by this Amendment. Capitalized terms used herein but not defined herein shall have the meanings ascribed such terms in the Agreement.
4.Counterparts and Facsimile Signatures. This Amendment may be executed in one or more counterparts hereof, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures are permitted and shall be binding for purposes of this Amendment.

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the due authorization of its Board, the Company has caused this Amendment to be executed in its name and on its behalf, all as of the day and year first written above.

GOLDEN ENTERTAINMENT, INC.:EXECUTIVE:
By:
/s/ Blake L. Sartini
By:/s/ Charles H. Protell
Name:Blake L. SartiniCharles H. Protell
Its:
Chief Executive Officer
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Exhibit 10.3
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Fourth Amendment to Employment Agreement (this “Amendment”) is made and entered into as of May 3, 2022, by and between Stephen A. Arcana (the “Executive”), and Golden Entertainment, Inc., a Minnesota corporation, including its subsidiaries and Affiliates (collectively, the “Company”).
RECITALS
WHEREAS, the Executive and the Company previously entered into that certain Employment Agreement made and entered into as of October 1, 2015, as amended by the First Amendment to Employment Agreement made and entered into as of February 9, 2016, as further amended by the Second Amendment to Employment Agreement made and entered into as of March 10, 2017, as further amended by the Third Amendment to Employment Agreement made and entered into as of March 14, 2018 (together, the “Agreement”), pursuant to which Executive currently is employed at-will by the Company; and
WHEREAS, the Company and the Executive wish to enter into this Amendment to modify certain terms of the Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants and the respective undertakings of the Company and the Executive set forth below, the Company and the Executive agree as follows:
AGREEMENT
1.Amendment to Section 2. Section 2 of the Agreement is hereby amended by deleting “Six Hundred Thousand Dollars ($600,000)” and by replacing the same with “, effective April 4, 2022, Six Hundred Thirty Thousand Dollars ($630,000).”
2.Amendment to Section 3. Section 3 of the Agreement is hereby deleted in its entirety and such Section is hereby replaced with the following new Section 3:
“3.    Incentive Compensation. The Executive shall participate in the Company's incentive compensation program from time-to-time established and approved by the Compensation Committee of the Company’s Board of Directors, such participation to be on the same terms and conditions as from time-to-time apply to executive officers of the Company. The Executive’s target bonus under the Company’s annual incentive compensation plan shall be one hundred fifteen percent (115%) of the Executive’s Base Salary.”
3.Status of Agreement. Except to the limited extent expressly amended hereby, the Agreement and its terms and conditions remain in full force and effect and unchanged by this Amendment. Capitalized terms used herein but not defined herein shall have the meanings ascribed such terms in the Agreement.
4.Counterparts and Facsimile Signatures. This Amendment may be executed in one or more counterparts hereof, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures are permitted and shall be binding for purposes of this Amendment.
[Signature Page Follows]



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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the due authorization of its Board, the Company has caused this Amendment to be executed in its name and on its behalf, all as of the day and year first written above.
GOLDEN ENTERTAINMENT, INC.:EXECUTIVE:
By:
/s/ Charles H. Protell
By:/s/ Stephen A. Arcana
Name:Charles H. ProtellStephen A. Arcana
Its:
President and Chief Financial Officer

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Exhibit 10.4
SECOND AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Second Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into as of May 3, 2022, by and between Blake L. Sartini II (the “Employee”), and Golden Entertainment, Inc., a Minnesota corporation, including its subsidiaries and Affiliates (collectively, the “Company”).
RECITALS
WHEREAS, the Employee and the Company previously entered into that certain Amended and Restated Employment Agreement made and entered into as of March 10, 2017, as amended by the First Amendment to Amended and Restated Employment Agreement made and entered into as of March 14, 2018 (together, the “Agreement”), pursuant to which Employee currently is employed at-will by the Company; and
WHEREAS, the Company and the Employee wish to enter into this Amendment to modify certain terms of the Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants and the respective undertakings of the Company and the Employee set forth below, the Company and the Employee agree as follows:
AGREEMENT
1.Amendment to Section 2. Section 2 of the Agreement is hereby amended by deleting “Four Hundred Twenty-Five Thousand Dollars ($425,000)” and by replacing the same with “, effective April 4, 2022, Four Hundred Fifty Thousand Dollars ($450,000).”
2.Amendment to Section 3. Section 3 of the Agreement is hereby deleted in its entirety and such Section is hereby replaced with the following new Section 3:
“3.    Incentive Compensation. The Employee shall participate in the Company's incentive compensation program from time-to-time established and approved by the Compensation Committee of the Company's Board of Directors, such participation to be on the same terms and conditions as from time-to-time apply to executive officers of the Company. The Employee’s target bonus under the Company’s annual incentive compensation plan shall be eighty-five percent (85%) of the Employee’s Base Salary.”
3.Status of Agreement. Except to the limited extent expressly amended hereby, the Agreement and its terms and conditions remain in full force and effect and unchanged by this Amendment. Capitalized terms used herein but not defined herein shall have the meanings ascribed such terms in the Agreement.
4.Counterparts and Facsimile Signatures. This Amendment may be executed in one or more counterparts hereof, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures are permitted and shall be binding for purposes of this Amendment.
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IN WITNESS WHEREOF, the Employee has hereunto set the Employee’s hand and, pursuant to the due authorization of its Board, the Company has caused this Amendment to be executed in its name and on its behalf, all as of the day and year first written above.

GOLDEN ENTERTAINMENT, INC.:EXECUTIVE:
By:
/s/ Charles H. Protell
By:/s/ Blake L. Sartini II
Name:Charles H. ProtellBlake L. Sartini II
Its:
President and Chief Financial Officer

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Exhibit 31.1
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF
2002
I, Blake L. Sartini, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Golden Entertainment, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 6, 2022/s/ BLAKE L. SARTINI
Blake L. Sartini
Chairman of the Board and Chief Executive Officer


Exhibit 31.2
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF
2002
I, Charles H. Protell, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Golden Entertainment, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 6, 2022/s/ CHARLES H. PROTELL
Charles H. Protell
President and Chief Financial Officer


Exhibit 32.1
CERTIFICATIONS OF
CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Golden Entertainment, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
1.The Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 6, 2022/s/ BLAKE L. SARTINI
Blake L. Sartini
Chairman of the Board and Chief Executive Officer 
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Golden Entertainment, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
1.The Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 6, 2022/s/ CHARLES H. PROTELL
Charles H. Protell
President and Chief Financial Officer
The foregoing certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. The foregoing certifications are not to be incorporated by reference into any filing of Golden Entertainment, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.